[House Report 115-163]
[From the U.S. Government Publishing Office]


115th Congress   }                                            {   Report
                          HOUSE OF REPRESENTATIVES
 1st Session     }                                            {  115-163

======================================================================

 
 PROVIDING FOR CONSIDERATION OF THE BILL (H.R. 10) TO CREATE HOPE AND 
   OPPORTUNITY FOR INVESTORS, CONSUMERS, AND ENTREPRENEURS BY ENDING 
   BAILOUTS AND TOO BIG TO FAIL, HOLDING WASHINGTON AND WALL STREET 
  ACCOUNTABLE, ELIMINATING RED TAPE TO INCREASE ACCESS TO CAPITAL AND 
 CREDIT, AND REPEALING THE PROVISIONS OF THE DODD-FRANK ACT THAT MAKE 
  AMERICA LESS PROSPEROUS, LESS STABLE, AND LESS FREE, AND FOR OTHER 
                                PURPOSES

                                _______
                                

June 6, 2017.--Referred to the House Calendar and ordered to be printed

                                _______
                                

                Mr. Buck, from the Committee on Rules, 
                        submitted the following

                              R E P O R T

                       [To accompany H. Res. 375]

    The Committee on Rules, having had under consideration 
House Resolution 375, by a record vote of 9 to 4, report the 
same to the House with the recommendation that the resolution 
be adopted.

                SUMMARY OF PROVISIONS OF THE RESOLUTION

    The resolution provides for consideration of H.R. 10, the 
Financial CHOICE Act of 2017, under a structured rule. The 
resolution provides 90 minutes of general debate equally 
divided and controlled by the chair and ranking minority member 
of the Committee on Financial Services. The resolution waives 
all points of order against consideration of the bill. The 
resolution makes in order as original text for the purpose of 
amendment an amendment in the nature of a substitute printed in 
part A of this report and provides that it shall be considered 
as read. The resolution waives all points of order against that 
amendment in the nature of a substitute. The resolution makes 
in order only those further amendments printed in part B of 
this report. Each such amendment may be offered only in the 
order printed in this report, may be offered only by a Member 
designated in this report, shall be considered as read, shall 
be debatable for the time specified in this report equally 
divided and controlled by the proponent and an opponent, shall 
not be subject to amendment, and shall not be subject to a 
demand for division of the question in the House or in the 
Committee of the Whole. The resolution waives all points of 
order against the amendments printed in part B of this report. 
The resolution provides one motion to recommit with or without 
instructions.

                         EXPLANATION OF WAIVERS

    The waiver of all points of order against consideration of 
the bill includes waivers of the following:
           Section 311 of the Congressional Budget Act, 
        which prohibits consideration of legislation that would 
        cause revenues to be less than the level of total 
        revenues for the first fiscal year or for the total of 
        that first fiscal year and the ensuing fiscal years for 
        which allocations are provided; and
           Section 303 of the Congressional Budget Act, 
        which prohibits consideration of legislation providing 
        a change in revenues for a fiscal year until the budget 
        resolution for that year has been agreed to.
    The waiver of all points of order against the amendment in 
the nature of a substitute, printed in part A of this report 
and made in order as original text, includes a waiver of clause 
5(a) of rule XXI, which prohibits a bill carrying a tax or 
tariff measure from being reported by a committee not having 
jurisdiction to report tax or tariff measures.
    Although the resolution waives all points of order against 
the amendments printed in part B of this report, the Committee 
is not aware of any points of order. The waiver is prophylactic 
in nature.

                            COMMITTEE VOTES

    The results of each record vote on an amendment or motion 
to report, together with the names of those voting for and 
against, are printed below:

Rules Committee record vote No. 59

    Motion by Mr. Cole to report the rule. Adopted: 9-4

----------------------------------------------------------------------------------------------------------------
                Majority Members                      Vote               Minority Members               Vote
----------------------------------------------------------------------------------------------------------------
Mr. Cole........................................          Yea   Ms. Slaughter.....................          Nay
Mr. Woodall.....................................          Yea   Mr. McGovern......................          Nay
Mr. Burgess.....................................          Yea   Mr. Hastings of Florida...........          Nay
Mr. Collins.....................................          Yea   Mr. Polis.........................          Nay
Mr. Byrne.......................................          Yea
Mr. Newhouse....................................          Yea
Mr. Buck........................................          Yea
Ms. Cheney......................................          Yea
Mr. Sessions, Chairman..........................          Yea
----------------------------------------------------------------------------------------------------------------

  PART A--TEXT OF THE AMENDMENT IN THE NATURE OF A SUBSTITUTE MADE IN 
                                 ORDER

  Strike all after the enacting clause and insert the 
following:

SECTION 1. SHORT TITLE; TABLE OF CONTENTS.

  (a) Short Title.--This Act may be cited as the ``Financial 
CHOICE Act of 2017''.
  (b) Table of Contents.--The table of contents for this Act is 
as follows:

Sec. 1. Short title; table of contents.
Sec. 2. Directed rulemaking repeals.

          TITLE I--ENDING ``TOO BIG TO FAIL'' AND BANK BAILOUTS

         Subtitle A--Repeal of the Orderly Liquidation Authority

Sec. 111. Repeal of the orderly liquidation authority.

              Subtitle B--Financial Institution Bankruptcy

Sec. 121. General provisions relating to covered financial corporations.
Sec. 122. Liquidation, reorganization, or recapitalization of a covered 
          financial corporation.
Sec. 123. Amendments to title 28, United States Code.

                Subtitle C--Ending Government Guarantees

Sec. 131. Repeal of obligation guarantee program.
Sec. 132. Repeal of systemic risk determination in resolutions.
Sec. 133. Restrictions on use of the Exchange Stabilization Fund.

      Subtitle D--Eliminating Financial Market Utility Designations

Sec. 141. Repeal of title VIII.

        Subtitle E--Reform of the Financial Stability Act of 2010

Sec. 151. Repeal and modification of provisions of the Financial 
          Stability Act of 2010.
Sec. 152. Operational risk capital requirements for banking 
          organizations.

           TITLE II--DEMANDING ACCOUNTABILITY FROM WALL STREET

                 Subtitle A--SEC Penalties Modernization

Sec. 211. Enhancement of civil penalties for securities laws violations.
Sec. 212. Updated civil money penalties of Public Company Accounting 
          Oversight Board.
Sec. 213. Updated civil money penalty for controlling persons in 
          connection with insider trading.
Sec. 214. Update of certain other penalties.
Sec. 215. Monetary sanctions to be used for the relief of victims.
Sec. 216. GAO report on use of civil money penalty authority by 
          Commission.

               Subtitle B--FIRREA Penalties Modernization

Sec. 221. Increase of civil and criminal penalties originally 
          established in the Financial Institutions Reform, Recovery, 
          and Enforcement Act of 1989.

   TITLE III--DEMANDING ACCOUNTABILITY FROM FINANCIAL REGULATORS AND 
                  DEVOLVING POWER AWAY FROM WASHINGTON

                    Subtitle A--Cost-Benefit Analyses

Sec. 311. Definitions.
Sec. 312. Required regulatory analysis.
Sec. 313. Rule of construction.
Sec. 314. Public availability of data and regulatory analysis.
Sec. 315. Five-year regulatory impact analysis.
Sec. 316. Retrospective review of existing rules.
Sec. 317. Judicial review.
Sec. 318. Chief Economists Council.
Sec. 319. Conforming amendments.
Sec. 320. Other regulatory entities.
Sec. 321. Avoidance of duplicative or unnecessary analyses.

 Subtitle B--Congressional Review of Federal Financial Agency Rulemaking

Sec. 331. Congressional review.
Sec. 332. Congressional approval procedure for major rules.
Sec. 333. Congressional disapproval procedure for nonmajor rules.
Sec. 334. Definitions.
Sec. 335. Judicial review.
Sec. 336. Effective date of certain rules.
Sec. 337. Budgetary effects of rules subject to section 332 of the 
          Financial CHOICE Act of 2017.
Sec. 338. Nonapplicability to monetary policy.

              Subtitle C--Judicial Review of Agency Actions

Sec. 341. Scope of judicial review of agency actions.

             Subtitle D--Leadership of Financial Regulators

Sec. 351. Federal Deposit Insurance Corporation.
Sec. 352. Federal Housing Finance Agency.

          Subtitle E--Congressional Oversight of Appropriations

Sec. 361. Bringing the Federal Deposit Insurance Corporation into the 
          appropriations process.
Sec. 362. Bringing the Federal Housing Finance Agency into the 
          appropriations process.
Sec. 363. Bringing the National Credit Union Administration into the 
          appropriations process.
Sec. 364. Bringing the Office of the Comptroller of the Currency into 
          the appropriations process.
Sec. 365. Bringing the non-monetary policy related functions of the 
          Board of Governors of the Federal Reserve System into the 
          appropriations process.

                   Subtitle F--International Processes

Sec. 371. Requirements for international processes.

                  Subtitle G--Unfunded Mandates Reform

Sec. 381. Definitions.
Sec. 382. Application of the Unfunded Mandates Reform Act.

                  Subtitle H--Enforcement Coordination

Sec. 391. Policies to minimize duplication of enforcement efforts.

           Subtitle I--Penalties for Unauthorized Disclosures

Sec. 392. Criminal penalty for unauthorized disclosures.

                 Subtitle J--Stop Settlement Slush Funds

Sec. 393. Limitation on donations made pursuant to settlement agreements 
          to which certain departments or agencies are a party.

TITLE IV--UNLEASHING OPPORTUNITIES FOR SMALL BUSINESSES, INNOVATORS, AND 
             JOB CREATORS BY FACILITATING CAPITAL FORMATION

 Subtitle A--Small Business Mergers, Acquisitions, Sales, and Brokerage 
                             Simplification

Sec. 401. Registration exemption for merger and acquisition brokers.
Sec. 402. Effective date.

               Subtitle B--Encouraging Employee Ownership

Sec. 406. Increased threshold for disclosures relating to compensatory 
          benefit plans.

           Subtitle C--Small Company Disclosure Simplification

Sec. 411. Exemption from XBRL requirements for emerging growth companies 
          and other smaller companies.
Sec. 412. Analysis by the SEC.
Sec. 413. Report to Congress.
Sec. 414. Definitions.

    Subtitle D--Securities and Exchange Commission Overpayment Credit

Sec. 416. Refunding or crediting overpayment of section 31 fees.

             Subtitle E--Fair Access to Investment Research

Sec. 421. Safe harbor for investment fund research.

               Subtitle F--Accelerating Access to Capital

Sec. 426. Expanded eligibility for use of Form S-3.

                   Subtitle G--Enhancing the RAISE Act

Sec. 431. Certain accredited investor transactions.

             Subtitle H--Small Business Credit Availability

Sec. 436. Business development company ownership of securities of 
          investment advisers and certain financial companies.
Sec. 437. Expanding access to capital for business development 
          companies.
Sec. 438. Parity for business development companies regarding offering 
          and proxy rules.

                    Subtitle I--Fostering Innovation

Sec. 441. Temporary exemption for low-revenue issuers.

        Subtitle J--Small Business Capital Formation Enhancement

Sec. 446. Annual review of government-business forum on capital 
          formation.

              Subtitle K--Helping Angels Lead Our Startups

Sec. 451. Definition of angel investor group.
Sec. 452. Clarification of general solicitation.

                     Subtitle L--Main Street Growth

Sec. 456. Venture exchanges.

                 Subtitle M--Micro Offering Safe Harbor

Sec. 461. Exemptions for micro-offerings.

                Subtitle N--Private Placement Improvement

Sec. 466. Revisions to SEC Regulation D.

               Subtitle O--Supporting America's Innovators

Sec. 471. Investor limitation for qualifying venture capital funds.

                      Subtitle P--Fix Crowdfunding

Sec. 476. Crowdfunding exemption.
Sec. 477. Exclusion of crowdfunding investors from shareholder cap.
Sec. 478. Preemption of State law.
Sec. 479. Treatment of funding portals.

        Subtitle Q--Corporate Governance Reform and Transparency

Sec. 481. Definitions.
Sec. 482. Registration of proxy advisory firms.
Sec. 483. Commission annual report.

                         Subtitle R--Senior Safe

Sec. 491. Immunity.
Sec. 492. Training required.
Sec. 493. Relationship to State law.

       Subtitle S--National Securities Exchange Regulatory Parity

Sec. 496. Application of exemption.

           Subtitle T--Private Company Flexibility and Growth

Sec. 497. Shareholder threshold for registration.

        Subtitle U--Small Company Capital Formation Enhancements

Sec. 498. JOBS Act-related exemption.

                Subtitle V--Encouraging Public Offerings

Sec. 499. Expanding testing the waters and confidential submissions.

   TITLE V--REGULATORY RELIEF FOR MAIN STREET AND COMMUNITY FINANCIAL 
                              INSTITUTIONS

          Subtitle A--Preserving Access to Manufactured Housing

Sec. 501. Mortgage originator definition.
Sec. 502. High-Cost mortgage definition.

                       Subtitle B--Mortgage Choice

Sec. 506. Definition of points and fees.

          Subtitle C--Financial Institution Customer Protection

Sec. 511. Requirements for deposit account termination requests and 
          orders.
Sec. 512. Amendments to the Financial Institutions Reform, Recovery, and 
          Enforcement Act of 1989.

            Subtitle D--Portfolio Lending and Mortgage Access

Sec. 516. Safe harbor for certain loans held on portfolio.

     Subtitle E--Application of the Expedited Funds Availability Act

Sec. 521. Application of the Expedited Funds Availability Act.

         Subtitle F--Small Bank Holding Company Policy Statement

Sec. 526. Changes required to small bank holding company policy 
          statement on assessment of financial and managerial factors.

            Subtitle G--Community Institution Mortgage Relief

Sec. 531. Community financial institution mortgage relief.

   Subtitle H--Financial Institutions Examination Fairness and Reform

Sec. 536. Timeliness of examination reports.

  Subtitle I--National Credit Union Administration Budget Transparency

Sec. 541. Budget transparency for the NCUA.

   Subtitle J--Taking Account of Institutions With Low Operation Risk

Sec. 546. Regulations appropriate to business models.

       Subtitle K--Federal Savings Association Charter Flexibility

Sec. 551. Option for Federal savings associations to operate as a 
          covered savings association.

                 Subtitle L--SAFE Transitional Licensing

Sec. 556. Eliminating barriers to jobs for loan originators.

                        Subtitle M--Right to Lend

Sec. 561. Small business loan data collection requirement.

               Subtitle N--Community Bank Reporting Relief

Sec. 566. Short form call report.

          Subtitle O--Homeowner Information Privacy Protection

Sec. 571. Study regarding privacy of information collected under the 
          Home Mortgage Disclosure Act of 1975.

             Subtitle P--Home Mortgage Disclosure Adjustment

Sec. 576. Depository institutions subject to maintenance of records and 
          disclosure requirements.

           Subtitle Q--Protecting Consumers' Access to Credit

Sec. 581. Rate of interest after transfer of loan.

                 Subtitle R--NCUA Overhead Transparency

Sec. 586. Fund transparency.

              Subtitle S--Housing Opportunities Made Easier

Sec. 591. Clarification of donated services to non-profits.

   TITLE VI--REGULATORY RELIEF FOR STRONGLY CAPITALIZED, WELL MANAGED 
                          BANKING ORGANIZATIONS

Sec. 601. Capital election.
Sec. 602. Regulatory relief.
Sec. 603. Contingent capital study.
Sec. 604. Study on altering the current prompt corrective action rules.
Sec. 605. Definitions.

    TITLE VII--EMPOWERING AMERICANS TO ACHIEVE FINANCIAL INDEPENDENCE

        Subtitle A--Separation of Powers and Liberty Enhancements

Sec. 711. Consumer Law Enforcement Agency.
Sec. 712. Bringing the Agency into the regular appropriations process.
Sec. 713. Consumer Law Enforcement Agency Inspector General Reform.
Sec. 714. Private parties authorized to compel the Agency to seek 
          sanctions by filing civil actions; Adjudications deemed 
          actions.
Sec. 715. Civil investigative demands to be appealed to courts.
Sec. 716. Agency dual mandate and economic analysis.
Sec. 717. No deference to Agency interpretation.

                 Subtitle B--Administrative Enhancements

Sec. 721. Advisory opinions.
Sec. 722. Reform of Consumer Financial Civil Penalty Fund.
Sec. 723. Agency pay fairness.
Sec. 724. Elimination of market monitoring functions.
Sec. 725. Reforms to mandatory functional units.
Sec. 726. Repeal of mandatory advisory board.
Sec. 727. Elimination of supervision authority.
Sec. 728. Transfer of old OTS building from OCC to GSA.
Sec. 729. Limitation on Agency authority.

                     Subtitle C--Policy Enhancements

Sec. 731. Consumer right to financial privacy.
Sec. 732. Repeal of Council authority to set aside Agency rules and 
          requirement of safety and soundness considerations when 
          issuing rules.
Sec. 733. Removal of authority to regulate small-dollar credit.
Sec. 734. Reforming indirect auto financing guidance.
Sec. 735. Removal of Agency UDAAP authority.
Sec. 736. Preservation of UDAP authority for Federal banking regulators.
Sec. 737. Repeal of authority to restrict arbitration.

                TITLE VIII--CAPITAL MARKETS IMPROVEMENTS

        Subtitle A--SEC Reform, Restructuring, and Accountability

Sec. 801. Authorization of appropriations.
Sec. 802. Report on unobligated appropriations.
Sec. 803. SEC Reserve Fund abolished.
Sec. 804. Fees to offset appropriations.
Sec. 805. Commission Federal construction funding prohibition.
Sec. 806. Implementation of recommendations.
Sec. 807. Office of Credit Ratings to report to the Division of Trading 
          and Markets.
Sec. 808. Office of Municipal Securities to report to the Division of 
          Trading and Markets.
Sec. 809. Independence of Commission Ombudsman.
Sec. 810. Investor Advisory Committee improvements.
Sec. 811. Duties of Investor Advocate.
Sec. 812. Elimination of exemption of Small Business Capital Formation 
          Advisory Committee from Federal Advisory Committee Act.
Sec. 813. Internal risk controls.
Sec. 814. Applicability of notice and comment requirements of the 
          Administrative Procedure Act to guidance voted on by the 
          Commission.
Sec. 815. Limitation on pilot programs.
Sec. 816. Procedure for obtaining certain intellectual property.
Sec. 817. Process for closing investigations.
Sec. 818. Enforcement Ombudsman.
Sec. 819. Adequate notice.
Sec. 820. Advisory committee on Commission's enforcement policies and 
          practices.
Sec. 821. Process to permit recipient of Wells notification to appear 
          before Commission staff in-person.
Sec. 822. Publication of enforcement manual.
Sec. 823. Private parties authorized to compel the Securities and 
          Exchange Commission to seek sanctions by filing civil actions.
Sec. 824. Certain findings required to approve civil money penalties 
          against issuers.
Sec. 825. Repeal of authority of the Commission to prohibit persons from 
          serving as officers or directors.
Sec. 826. Subpoena duration and renewal.
Sec. 827. Elimination of automatic disqualifications.
Sec. 828. Denial of award to culpable whistleblowers.
Sec. 829. Clarification of authority to impose sanctions on persons 
          associated with a broker or dealer.
Sec. 830. Complaint and burden of proof requirements for certain actions 
          for breach of fiduciary duty.
Sec. 831. Congressional access to information held by the Public Company 
          Accounting Oversight Board.
Sec. 832. Abolishing Investor Advisory Group.
Sec. 833. Repeal of requirement for Public Company Accounting Oversight 
          Board to use certain funds for merit scholarship program.
Sec. 834. Reallocation of fines for violations of rules of municipal 
          securities rulemaking board.

 Subtitle B--Eliminating Excessive Government Intrusion in the Capital 
                                 Markets

Sec. 841. Repeal of Department of Labor fiduciary rule and requirements 
          prior to rulemaking relating to standards of conduct for 
          brokers and dealers.
Sec. 842. Exemption from risk retention requirements for nonresidential 
          mortgage.
Sec. 843. Frequency of shareholder approval of executive compensation.
Sec. 844. Shareholder Proposals.
Sec. 845. Prohibition on requiring a single ballot.
Sec. 846. Requirement for municipal advisor for issuers of municipal 
          securities.
Sec. 847. Small issuer exemption from internal control evaluation.
Sec. 848. Streamlining of applications for an exemption from the 
          Investment Company Act of 1940.
Sec. 849. Restriction on recovery of erroneously awarded compensation.
Sec. 850. Exemptive authority for certain provisions relating to 
          registration of nationally recognized statistical rating 
          organizations.
Sec. 851. Risk-based examinations of Nationally Recognized Statistical 
          Rating Organizations.
Sec. 852. Transparency of credit rating methodologies.
Sec. 853. Repeal of certain attestation requirements relating to credit 
          ratings.
Sec. 854. Look-back review by NRSRO.
Sec. 855. Approval of credit rating procedures and methodologies.
Sec. 856. Exception for providing certain material information relating 
          to a credit rating.
Sec. 857. Repeals.
Sec. 858. Exemption of and reporting by private equity fund advisers.
Sec. 859. Records and reports of private funds.
Sec. 860. Definition of accredited investor.
Sec. 861. Repeal of certain provisions requiring a study and report to 
          Congress.
Sec. 862. Repeal.

             Subtitle C--Harmonization of Derivatives Rules

Sec. 871. Commissions review and harmonization of rules relating to the 
          regulation of over-the-counter swaps markets.
Sec. 872. Treatment of transactions between affiliates.

        TITLE IX--REPEAL OF THE VOLCKER RULE AND OTHER PROVISIONS

Sec. 901. Repeals.

             TITLE X--FED OVERSIGHT REFORM AND MODERNIZATION

Sec. 1001. Requirements for policy rules of the Federal Open Market 
          Committee.
Sec. 1002. Federal Open Market Committee blackout period.
Sec. 1003. Public transcripts of FOMC meetings.
Sec. 1004. Membership of Federal Open Market Committee.
Sec. 1005. Frequency of testimony of the Chairman of the Board of 
          Governors of the Federal Reserve System to Congress.
Sec. 1006. Vice Chairman for Supervision report requirement.
Sec. 1007. Salaries, financial disclosures, and office staff of the 
          Board of Governors of the Federal Reserve System.
Sec. 1008. Amendments to powers of the Board of Governors of the Federal 
          Reserve System.
Sec. 1009. Interest rates on balances maintained at a Federal Reserve 
          bank by depository institutions established by Federal Open 
          Market Committee.
Sec. 1010. Audit reform and transparency for the Board of Governors of 
          the Federal Reserve System.
Sec. 1011. Establishment of a Centennial Monetary Commission.

   TITLE XI--IMPROVING INSURANCE COORDINATION THROUGH AN INDEPENDENT 
                                ADVOCATE

Sec. 1101. Repeal of the Federal Insurance Office; Creation of the 
          Office of the Independent Insurance Advocate.
Sec. 1102. Treatment of covered agreements.

                    TITLE XII--TECHNICAL CORRECTIONS

Sec. 1201. Table of contents; Definitional corrections.
Sec. 1202. Antitrust savings clause corrections.
Sec. 1203. Title I corrections.
Sec. 1204. Title III corrections.
Sec. 1205. Title IV correction.
Sec. 1206. Title VI corrections.
Sec. 1207. Title VII corrections.
Sec. 1208. Title IX corrections.
Sec. 1209. Title X corrections.
Sec. 1210. Title XII correction.
Sec. 1211. Title XIV correction.
Sec. 1212. Technical corrections to other statutes.

SEC. 2. DIRECTED RULEMAKING REPEALS.

  With respect to any directed rulemaking required by a 
provision of law repealed by this Act, to the extent any rule 
was issued or revised pursuant to such directed rulemaking, 
such rule or revision shall have no force or effect.

         TITLE I--ENDING ``TOO BIG TO FAIL'' AND BANK BAILOUTS

        Subtitle A--Repeal of the Orderly Liquidation Authority

SEC. 111. REPEAL OF THE ORDERLY LIQUIDATION AUTHORITY.

  (a) In General.--Title II of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act is hereby repealed and any 
Federal law amended by such title shall, on and after the 
effective date of this Act, be effective as if title II of the 
Dodd-Frank Wall Street Reform and Consumer Protection Act had 
not been enacted.
  (b) Conforming Amendments.--
          (1) Dodd-frank wall street reform and consumer 
        protection act.--The Dodd-Frank Wall Street Reform and 
        Consumer Protection Act is amended--
                  (A) in the table of contents for such Act, by 
                striking all items relating to title II;
                  (B) in section 165(d)--
                          (i) in paragraph (1), by striking ``, 
                        the Council, and the Corporation'' and 
                        inserting ``and the Council'';
                          (ii) in paragraph (2), by striking 
                        ``, the Council, and the Corporation'' 
                        and inserting ``and the Council'';
                          (iii) in paragraph (3), by striking 
                        ``and the Corporation'';
                          (iv) in paragraph (4)--
                                  (I) by striking ``and the 
                                Corporation jointly determine'' 
                                and inserting ``determines'';
                                  (II) by striking ``their'' 
                                and inserting ``its'';
                                  (III) in subparagraph (A), by 
                                striking ``and the 
                                Corporation''; and
                                  (IV) in subparagraph (B), by 
                                striking ``and the 
                                Corporation'';
                          (v) in paragraph (5)--
                                  (I) in subparagraph (A), by 
                                striking ``and the Corporation 
                                may jointly'' and inserting 
                                ``may''; and
                                  (II) in subparagraph (B)--
                                          (aa) by striking 
                                        ``and the Corporation'' 
                                        each place such term 
                                        appears;
                                          (bb) by striking 
                                        ``may jointly'' and 
                                        inserting ``may'';
                                          (cc) by striking 
                                        ``have jointly'' and 
                                        inserting ``has'';
                          (vi) in paragraph (6), by striking 
                        ``, a receiver appointed under title 
                        II,''; and
                          (vii) by amending paragraph (8) to 
                        read as follows:
          ``(8) Rules.--Not later than 12 months after 
        enactment of this paragraph, the Board of Governors 
        shall issue final rules implementing this section.''; 
        and
                  (C) in section 716(g), by striking ``or a 
                covered financial company under title II''.
          (2) Federal deposit insurance act.--Section 10(b)(3) 
        of the Federal Deposit Insurance Act (12 U.S.C. 
        1820(b)(3)) is amended by striking ``, or of such 
        nonbank financial company supervised by the Board of 
        Governors or bank holding company described in section 
        165(a) of the Financial Stability Act of 2010, for the 
        purpose of implementing its authority to provide for 
        orderly liquidation of any such company under title II 
        of that Act''.
          (3) Federal reserve act.--Section 13(3) of the 
        Federal Reserve Act is amended--
                  (A) in subparagraph (B)--
                          (i) in clause (ii), by striking ``, 
                        resolution under title II of the Dodd-
                        Frank Wall Street Reform and Consumer 
                        Protection Act, or'' and inserting ``or 
                        is subject to resolution under''; and
                          (ii) in clause (iii), by striking ``, 
                        resolution under title II of the Dodd-
                        Frank Wall Street Reform and Consumer 
                        Protection Act, or'' and inserting ``or 
                        resolution under''; and
                  (B) by striking subparagraph (E).

              Subtitle B--Financial Institution Bankruptcy

SEC. 121. GENERAL PROVISIONS RELATING TO COVERED FINANCIAL 
                    CORPORATIONS.

  (a) Definition.--Section 101 of title 11, United States Code, 
is amended by inserting the following after paragraph (9):
          ``(9A) The term `covered financial corporation' means 
        any corporation incorporated or organized under any 
        Federal or State law, other than a stockbroker, a 
        commodity broker, or an entity of the kind specified in 
        paragraph (2) or (3) of section 109(b), that is--
                  ``(A) a bank holding company, as defined in 
                section 2(a) of the Bank Holding Company Act of 
                1956; or
                  ``(B) a corporation that exists for the 
                primary purpose of owning, controlling and 
                financing its subsidiaries, that has total 
                consolidated assets of $50,000,000,000 or 
                greater, and for which, in its most recently 
                completed fiscal year--
                          ``(i) annual gross revenues derived 
                        by the corporation and all of its 
                        subsidiaries from activities that are 
                        financial in nature (as defined in 
                        section 4(k) of the Bank Holding 
                        Company Act of 1956) and, if 
                        applicable, from the ownership or 
                        control of one or more insured 
                        depository institutions, represents 85 
                        percent or more of the consolidated 
                        annual gross revenues of the 
                        corporation; or
                          ``(ii) the consolidated assets of the 
                        corporation and all of its subsidiaries 
                        related to activities that are 
                        financial in nature (as defined in 
                        section 4(k) of the Bank Holding 
                        Company Act of 1956) and, if 
                        applicable, related to the ownership or 
                        control of one or more insured 
                        depository institutions, represents 85 
                        percent or more of the consolidated 
                        assets of the corporation.''.
  (b) Applicability of Chapters.--Section 103 of title 11, 
United States Code, is amended by adding at the end the 
following:
  ``(l) Subchapter V of chapter 11 of this title applies only 
in a case under chapter 11 concerning a covered financial 
corporation.''.
  (c) Who May Be a Debtor.--Section 109 of title 11, United 
States Code, is amended--
          (1) in subsection (b)--
                  (A) in paragraph (2), by striking ``or'' at 
                the end;
                  (B) in paragraph (3)(B), by striking the 
                period at the end and inserting ``; or''; and
                  (C) by adding at the end the following:
          ``(4) a covered financial corporation.''; and
          (2) in subsection (d)--
                  (A) by striking ``and'' before ``an uninsured 
                State member bank'';
                  (B) by striking ``or'' before ``a 
                corporation''; and
                  (C) by inserting ``, or a covered financial 
                corporation'' after ``Federal Deposit Insurance 
                Corporation Improvement Act of 1991''.
  (d) Conversion to Chapter 7.--Section 1112 of title 11, 
United States Code, is amended by adding at the end the 
following:
  ``(g) Notwithstanding section 109(b), the court may convert a 
case under subchapter V to a case under chapter 7 if--
          ``(1) a transfer approved under section 1185 has been 
        consummated;
          ``(2) the court has ordered the appointment of a 
        special trustee under section 1186; and
          ``(3) the court finds, after notice and a hearing, 
        that conversion is in the best interest of the 
        creditors and the estate.''.
  (e)(1) Section 726(a)(1) of title 11, United States Code, is 
amended by inserting after ``first,'' the following: ``in 
payment of any unpaid fees, costs, and expenses of a special 
trustee appointed under section 1186, and then''.
  (2) Section 1129(a) of title 11, United States Code, is 
amended by inserting after paragraph (16) the following:
          ``(17) In a case under subchapter V, all payable 
        fees, costs, and expenses of the special trustee have 
        been paid or the plan provides for the payment of all 
        such fees, costs, and expenses on the effective date of 
        the plan.
          ``(18) In a case under subchapter V, confirmation of 
        the plan is not likely to cause serious adverse effects 
        on financial stability in the United States.''.
  (f) Section 322(b)(2) of title 11, United States Code, is 
amended by striking ``The'' and inserting ``In cases under 
subchapter V, the United States trustee shall recommend to the 
court, and in all other cases, the''.

SEC. 122. LIQUIDATION, REORGANIZATION, OR RECAPITALIZATION OF A COVERED 
                    FINANCIAL CORPORATION.

  Chapter 11 of title 11, United States Code, is amended by 
adding at the end the following (and conforming the table of 
contents for such chapter accordingly):

 ``SUBCHAPTER V--LIQUIDATION, REORGANIZATION, OR RECAPITALIZATION OF A 
                     COVERED FINANCIAL CORPORATION


``Sec. 1181. Inapplicability of other sections

  ``Sections 303 and 321(c) do not apply in a case under this 
subchapter concerning a covered financial corporation. Section 
365 does not apply to a transfer under section 1185, 1187, or 
1188.

``Sec. 1182. Definitions for this subchapter

  ``In this subchapter, the following definitions shall apply:
          ``(1) The term `Board' means the Board of Governors 
        of the Federal Reserve System.
          ``(2) The term `bridge company' means a newly formed 
        corporation to which property of the estate may be 
        transferred under section 1185(a) and the equity 
        securities of which may be transferred to a special 
        trustee under section 1186(a).
          ``(3) The term `capital structure debt' means all 
        unsecured debt of the debtor for borrowed money for 
        which the debtor is the primary obligor, other than a 
        qualified financial contract and other than debt 
        secured by a lien on property of the estate that is to 
        be transferred to a bridge company pursuant to an order 
        of the court under section 1185(a).
          ``(4) The term `contractual right' means a 
        contractual right of a kind defined in section 555, 
        556, 559, 560, or 561.
          ``(5) The term `qualified financial contract' means 
        any contract of a kind defined in paragraph (25), 
        (38A), (47), or (53B) of section 101, section 741(7), 
        or paragraph (4), (5), (11), or (13) of section 761.
          ``(6) The term `special trustee' means the trustee of 
        a trust formed under section 1186(a)(1).

``Sec. 1183. Commencement of a case concerning a covered financial 
                    corporation

  ``(a) A case under this subchapter concerning a covered 
financial corporation may be commenced by the filing of a 
petition with the court by the debtor under section 301 only if 
the debtor states to the best of its knowledge under penalty of 
perjury in the petition that it is a covered financial 
corporation.
  ``(b) The commencement of a case under subsection (a) 
constitutes an order for relief under this subchapter.
  ``(c) The members of the board of directors (or body 
performing similar functions) of a covered financial company 
shall have no liability to shareholders, creditors, or other 
parties in interest for a good faith filing of a petition to 
commence a case under this subchapter, or for any reasonable 
action taken in good faith in contemplation of such a petition 
or a transfer under section 1185 or section 1186, whether prior 
to or after commencement of the case.
  ``(d) Counsel to the debtor shall provide, to the greatest 
extent practicable without disclosing the identity of the 
potential debtor, sufficient confidential notice to the chief 
judge of the court of appeals for the circuit embracing the 
district in which such counsel intends to file a petition to 
commence a case under this subchapter regarding the potential 
commencement of such case. The chief judge of such court shall 
randomly assign to preside over such case a bankruptcy judge 
selected from among the bankruptcy judges designated by the 
Chief Justice of the United States under section 298 of title 
28.

``Sec. 1184. Regulators

  ``The Board, the Securities Exchange Commission, the Office 
of the Comptroller of the Currency of the Department of the 
Treasury, the Commodity Futures Trading Commission, and the 
Federal Deposit Insurance Corporation may raise and may appear 
and be heard on any issue in any case or proceeding under this 
subchapter.

``Sec. 1185. Special transfer of property of the estate

  ``(a) On request of the trustee, and after notice and a 
hearing that shall occur not less than 24 hours after the order 
for relief, the court may order a transfer under this section 
of property of the estate, and the assignment of executory 
contracts, unexpired leases, and qualified financial contracts 
of the debtor, to a bridge company. Upon the entry of an order 
approving such transfer, any property transferred, and any 
executory contracts, unexpired leases, and qualified financial 
contracts assigned under such order shall no longer be property 
of the estate. Except as provided under this section, the 
provisions of section 363 shall apply to a transfer and 
assignment under this section.
  ``(b) Unless the court orders otherwise, notice of a request 
for an order under subsection (a) shall consist of electronic 
or telephonic notice of not less than 24 hours to--
          ``(1) the debtor;
          ``(2) the holders of the 20 largest secured claims 
        against the debtor;
          ``(3) the holders of the 20 largest unsecured claims 
        against the debtor;
          ``(4) counterparties to any debt, executory contract, 
        unexpired lease, and qualified financial contract 
        requested to be transferred under this section;
          ``(5) the Board;
          ``(6) the Federal Deposit Insurance Corporation;
          ``(7) the Secretary of the Treasury and the Office of 
        the Comptroller of the Currency of the Treasury;
          ``(8) the Commodity Futures Trading Commission;
          ``(9) the Securities and Exchange Commission;
          ``(10) the United States trustee or bankruptcy 
        administrator; and
          ``(11) each primary financial regulatory agency, as 
        defined in section 2(12) of the Dodd-Frank Wall Street 
        Reform and Consumer Protection Act, with respect to any 
        affiliate the equity securities of which are proposed 
        to be transferred under this section.
  ``(c) The court may not order a transfer under this section 
unless the court determines, based upon a preponderance of the 
evidence, that--
          ``(1) the transfer under this section is necessary to 
        prevent serious adverse effects on financial stability 
        in the United States;
          ``(2) the transfer does not provide for the 
        assumption of any capital structure debt by the bridge 
        company;
          ``(3) the transfer does not provide for the transfer 
        to the bridge company of any property of the estate 
        that is subject to a lien securing a debt, executory 
        contract, unexpired lease or agreement (including a 
        qualified financial contract) of the debtor unless--
                  ``(A)(i) the bridge company assumes such 
                debt, executory contract, unexpired lease or 
                agreement (including a qualified financial 
                contract), including any claims arising in 
                respect thereof that would not be allowed 
                secured claims under section 506(a)(1) and 
                after giving effect to such transfer, such 
                property remains subject to the lien securing 
                such debt, executory contract, unexpired lease 
                or agreement (including a qualified financial 
                contract); and
                  ``(ii) the court has determined that 
                assumption of such debt, executory contract, 
                unexpired lease or agreement (including a 
                qualified financial contract) by the bridge 
                company is in the best interests of the estate; 
                or
                  ``(B) such property is being transferred to 
                the bridge company in accordance with the 
                provisions of section 363;
          ``(4) the transfer does not provide for the 
        assumption by the bridge company of any debt, executory 
        contract, unexpired lease or agreement (including a 
        qualified financial contract) of the debtor secured by 
        a lien on property of the estate unless the transfer 
        provides for such property to be transferred to the 
        bridge company in accordance with paragraph (3)(A) of 
        this subsection;
          ``(5) the transfer does not provide for the transfer 
        of the equity of the debtor;
          ``(6) the trustee has demonstrated that the bridge 
        company is not likely to fail to meet the obligations 
        of any debt, executory contract, qualified financial 
        contract, or unexpired lease assumed and assigned to 
        the bridge company;
          ``(7) the transfer provides for the transfer to a 
        special trustee all of the equity securities in the 
        bridge company and appointment of a special trustee in 
        accordance with section 1186;
          ``(8) after giving effect to the transfer, adequate 
        provision has been made for the fees, costs, and 
        expenses of the estate and special trustee; and
          ``(9) the bridge company will have governing 
        documents, and initial directors and senior officers, 
        that are in the best interest of creditors and the 
        estate.
  ``(d) Immediately before a transfer under this section, the 
bridge company that is the recipient of the transfer shall--
          ``(1) not have any property, executory contracts, 
        unexpired leases, qualified financial contracts, or 
        debts, other than any property acquired or executory 
        contracts, unexpired leases, or debts assumed when 
        acting as a transferee of a transfer under this 
        section; and
          ``(2) have equity securities that are property of the 
        estate, which may be sold or distributed in accordance 
        with this title.

``Sec. 1186. Special trustee

  ``(a)(1) An order approving a transfer under section 1185 
shall require the trustee to transfer to a qualified and 
independent special trustee, who is appointed by the court, all 
of the equity securities in the bridge company that is the 
recipient of a transfer under section 1185 to hold in trust for 
the sole benefit of the estate, subject to satisfaction of the 
special trustee's fees, costs, and expenses. The trust of which 
the special trustee is the trustee shall be a newly formed 
trust governed by a trust agreement approved by the court as in 
the best interests of the estate, and shall exist for the sole 
purpose of holding and administering, and shall be permitted to 
dispose of, the equity securities of the bridge company in 
accordance with the trust agreement.
  ``(2) In connection with the hearing to approve a transfer 
under section 1185, the trustee shall confirm to the court that 
the Board has been consulted regarding the identity of the 
proposed special trustee and advise the court of the results of 
such consultation.
  ``(b) The trust agreement governing the trust shall provide--
          ``(1) for the payment of the fees, costs, expenses, 
        and indemnities of the special trustee from the assets 
        of the debtor's estate;
          ``(2) that the special trustee provide--
                  ``(A) quarterly reporting to the estate, 
                which shall be filed with the court; and
                  ``(B) information about the bridge company 
                reasonably requested by a party in interest to 
                prepare a disclosure statement for a plan 
                providing for distribution of any securities of 
                the bridge company if such information is 
                necessary to prepare such disclosure statement;
          ``(3) that for as long as the equity securities of 
        the bridge company are held by the trust, the special 
        trustee shall file a notice with the court in 
        connection with--
                  ``(A) any change in a director or senior 
                officer of the bridge company;
                  ``(B) any modification to the governing 
                documents of the bridge company; and
                  ``(C) any material corporate action of the 
                bridge company, including--
                          ``(i) recapitalization;
                          ``(ii) a material borrowing;
                          ``(iii) termination of an 
                        intercompany debt or guarantee;
                          ``(iv) a transfer of a substantial 
                        portion of the assets of the bridge 
                        company; or
                          ``(v) the issuance or sale of any 
                        securities of the bridge company;
          ``(4) that any sale of any equity securities of the 
        bridge company shall not be consummated until the 
        special trustee consults with the Federal Deposit 
        Insurance Corporation and the Board regarding such sale 
        and discloses the results of such consultation with the 
        court;
          ``(5) that, subject to reserves for payments 
        permitted under paragraph (1) provided for in the trust 
        agreement, the proceeds of the sale of any equity 
        securities of the bridge company by the special trustee 
        be held in trust for the benefit of or transferred to 
        the estate;
          ``(6) the process and guidelines for the replacement 
        of the special trustee; and
          ``(7) that the property held in trust by the special 
        trustee is subject to distribution in accordance with 
        subsection (c).
  ``(c)(1) The special trustee shall distribute the assets held 
in trust--
          ``(A) if the court confirms a plan in the case, in 
        accordance with the plan on the effective date of the 
        plan; or
          ``(B) if the case is converted to a case under 
        chapter 7, as ordered by the court.
  ``(2) As soon as practicable after a final distribution under 
paragraph (1), the office of the special trustee shall 
terminate, except as may be necessary to wind up and conclude 
the business and financial affairs of the trust.
  ``(d) After a transfer to the special trustee under this 
section, the special trustee shall be subject only to 
applicable nonbankruptcy law, and the actions and conduct of 
the special trustee shall no longer be subject to approval by 
the court in the case under this subchapter.

``Sec. 1187. Temporary and supplemental automatic stay; assumed debt

  ``(a)(1) A petition filed under section 1183 operates as a 
stay, applicable to all entities, of the termination, 
acceleration, or modification of any debt, contract, lease, or 
agreement of the kind described in paragraph (2), or of any 
right or obligation under any such debt, contract, lease, or 
agreement, solely because of--
          ``(A) a default by the debtor under any such debt, 
        contract, lease, or agreement; or
          ``(B) a provision in such debt, contract, lease, or 
        agreement, or in applicable nonbankruptcy law, that is 
        conditioned on--
                  ``(i) the insolvency or financial condition 
                of the debtor at any time before the closing of 
                the case;
                  ``(ii) the commencement of a case under this 
                title concerning the debtor;
                  ``(iii) the appointment of or taking 
                possession by a trustee in a case under this 
                title concerning the debtor or by a custodian 
                before the commencement of the case; or
                  ``(iv) a credit rating agency rating, or 
                absence or withdrawal of a credit rating agency 
                rating--
                          ``(I) of the debtor at any time after 
                        the commencement of the case;
                          ``(II) of an affiliate during the 
                        period from the commencement of the 
                        case until 48 hours after such order is 
                        entered;
                          ``(III) of the bridge company while 
                        the trustee or the special trustee is a 
                        direct or indirect beneficial holder of 
                        more than 50 percent of the equity 
                        securities of--
                                  ``(aa) the bridge company; or
                                  ``(bb) the affiliate, if all 
                                of the direct or indirect 
                                interests in the affiliate that 
                                are property of the estate are 
                                transferred under section 1185; 
                                or
                          ``(IV) of an affiliate while the 
                        trustee or the special trustee is a 
                        direct or indirect beneficial holder of 
                        more than 50 percent of the equity 
                        securities of--
                                  ``(aa) the bridge company; or
                                  ``(bb) the affiliate, if all 
                                of the direct or indirect 
                                interests in the affiliate that 
                                are property of the estate are 
                                transferred under section 1185.
  ``(2) A debt, contract, lease, or agreement described in this 
paragraph is--
          ``(A) any debt (other than capital structure debt), 
        executory contract, or unexpired lease of the debtor 
        (other than a qualified financial contract);
          ``(B) any agreement under which the debtor issued or 
        is obligated for debt (other than capital structure 
        debt);
          ``(C) any debt, executory contract, or unexpired 
        lease of an affiliate (other than a qualified financial 
        contract); or
          ``(D) any agreement under which an affiliate issued 
        or is obligated for debt.
  ``(3) The stay under this subsection terminates--
          ``(A) for the benefit of the debtor, upon the 
        earliest of--
                  ``(i) 48 hours after the commencement of the 
                case;
                  ``(ii) assumption of the debt, contract, 
                lease, or agreement by the bridge company under 
                an order authorizing a transfer under section 
                1185;
                  ``(iii) a final order of the court denying 
                the request for a transfer under section 1185; 
                or
                  ``(iv) the time the case is dismissed; and
          ``(B) for the benefit of an affiliate, upon the 
        earliest of--
                  ``(i) the entry of an order authorizing a 
                transfer under section 1185 in which the direct 
                or indirect interests in the affiliate that are 
                property of the estate are not transferred 
                under section 1185;
                  ``(ii) a final order by the court denying the 
                request for a transfer under section 1185;
                  ``(iii) 48 hours after the commencement of 
                the case if the court has not ordered a 
                transfer under section 1185; or
                  ``(iv) the time the case is dismissed.
  ``(4) Subsections (d), (e), (f), and (g) of section 362 apply 
to a stay under this subsection.
  ``(b) A debt, executory contract (other than a qualified 
financial contract), or unexpired lease of the debtor, or an 
agreement under which the debtor has issued or is obligated for 
any debt, may be assumed by a bridge company in a transfer 
under section 1185 notwithstanding any provision in an 
agreement or in applicable nonbankruptcy law that--
          ``(1) prohibits, restricts, or conditions the 
        assignment of the debt, contract, lease, or agreement; 
        or
          ``(2) accelerates, terminates, or modifies, or 
        permits a party other than the debtor to terminate or 
        modify, the debt, contract, lease, or agreement on 
        account of--
                  ``(A) the assignment of the debt, contract, 
                lease, or agreement; or
                  ``(B) a change in control of any party to the 
                debt, contract, lease, or agreement.
  ``(c)(1) A debt, contract, lease, or agreement of the kind 
described in subparagraph (A) or (B) of subsection (a)(2) may 
not be accelerated, terminated, or modified, and any right or 
obligation under such debt, contract, lease, or agreement may 
not be accelerated, terminated, or modified, as to the bridge 
company solely because of a provision in the debt, contract, 
lease, or agreement or in applicable nonbankruptcy law--
          ``(A) of the kind described in subsection (a)(1)(B) 
        as applied to the debtor;
          ``(B) that prohibits, restricts, or conditions the 
        assignment of the debt, contract, lease, or agreement; 
        or
          ``(C) that accelerates, terminates, or modifies, or 
        permits a party other than the debtor to terminate or 
        modify, the debt, contract, lease or agreement on 
        account of--
                  ``(i) the assignment of the debt, contract, 
                lease, or agreement; or
                  ``(ii) a change in control of any party to 
                the debt, contract, lease, or agreement.
  ``(2) If there is a default by the debtor under a provision 
other than the kind described in paragraph (1) in a debt, 
contract, lease or agreement of the kind described in 
subparagraph (A) or (B) of subsection (a)(2), the bridge 
company may assume such debt, contract, lease, or agreement 
only if the bridge company--
          ``(A) shall cure the default;
          ``(B) compensates, or provides adequate assurance in 
        connection with a transfer under section 1185 that the 
        bridge company will promptly compensate, a party other 
        than the debtor to the debt, contract, lease, or 
        agreement, for any actual pecuniary loss to the party 
        resulting from the default; and
          ``(C) provides adequate assurance in connection with 
        a transfer under section 1185 of future performance 
        under the debt, contract, lease, or agreement, as 
        determined by the court under section 1185(c)(4).

``Sec. 1188. Treatment of qualified financial contracts and affiliate 
                    contracts

  ``(a) Notwithstanding sections 362(b)(6), 362(b)(7), 
362(b)(17), 362(b)(27), 362(o), 555, 556, 559, 560, and 561, a 
petition filed under section 1183 operates as a stay, during 
the period specified in section 1187(a)(3)(A), applicable to 
all entities, of the exercise of a contractual right--
          ``(1) to cause the modification, liquidation, 
        termination, or acceleration of a qualified financial 
        contract of the debtor or an affiliate;
          ``(2) to offset or net out any termination value, 
        payment amount, or other transfer obligation arising 
        under or in connection with a qualified financial 
        contract of the debtor or an affiliate; or
          ``(3) under any security agreement or arrangement or 
        other credit enhancement forming a part of or related 
        to a qualified financial contract of the debtor or an 
        affiliate.
  ``(b)(1) During the period specified in section 
1187(a)(3)(A), the trustee or the affiliate shall perform all 
payment and delivery obligations under such qualified financial 
contract of the debtor or the affiliate, as the case may be, 
that become due after the commencement of the case. The stay 
provided under subsection (a) terminates as to a qualified 
financial contract of the debtor or an affiliate immediately 
upon the failure of the trustee or the affiliate, as the case 
may be, to perform any such obligation during such period.
  ``(2) Any failure by a counterparty to any qualified 
financial contract of the debtor or any affiliate to perform 
any payment or delivery obligation under such qualified 
financial contract, including during the pendency of the stay 
provided under subsection (a), shall constitute a breach of 
such qualified financial contract by the counterparty.
  ``(c) Subject to the court's approval, a qualified financial 
contract between an entity and the debtor may be assigned to or 
assumed by the bridge company in a transfer under, and in 
accordance with, section 1185 if and only if--
          ``(1) all qualified financial contracts between the 
        entity and the debtor are assigned to and assumed by 
        the bridge company in the transfer under section 1185;
          ``(2) all claims of the entity against the debtor in 
        respect of any qualified financial contract between the 
        entity and the debtor (other than any claim that, under 
        the terms of the qualified financial contract, is 
        subordinated to the claims of general unsecured 
        creditors) are assigned to and assumed by the bridge 
        company;
          ``(3) all claims of the debtor against the entity 
        under any qualified financial contract between the 
        entity and the debtor are assigned to and assumed by 
        the bridge company; and
          ``(4) all property securing or any other credit 
        enhancement furnished by the debtor for any qualified 
        financial contract described in paragraph (1) or any 
        claim described in paragraph (2) or (3) under any 
        qualified financial contract between the entity and the 
        debtor is assigned to and assumed by the bridge 
        company.
  ``(d) Notwithstanding any provision of a qualified financial 
contract or of applicable nonbankruptcy law, a qualified 
financial contract of the debtor that is assumed or assigned in 
a transfer under section 1185 may not be accelerated, 
terminated, or modified, after the entry of the order approving 
a transfer under section 1185, and any right or obligation 
under the qualified financial contract may not be accelerated, 
terminated, or modified, after the entry of the order approving 
a transfer under section 1185 solely because of a condition 
described in section 1187(c)(1), other than a condition of the 
kind specified in section 1187(b) that occurs after property of 
the estate no longer includes a direct beneficial interest or 
an indirect beneficial interest through the special trustee, in 
more than 50 percent of the equity securities of the bridge 
company.
  ``(e) Notwithstanding any provision of any agreement or in 
applicable nonbankruptcy law, an agreement of an affiliate 
(including an executory contract, an unexpired lease, qualified 
financial contract, or an agreement under which the affiliate 
issued or is obligated for debt) and any right or obligation 
under such agreement may not be accelerated, terminated, or 
modified, solely because of a condition described in section 
1187(c)(1), other than a condition of the kind specified in 
section 1187(b) that occurs after the bridge company is no 
longer a direct or indirect beneficial holder of more than 50 
percent of the equity securities of the affiliate, at any time 
after the commencement of the case if--
          ``(1) all direct or indirect interests in the 
        affiliate that are property of the estate are 
        transferred under section 1185 to the bridge company 
        within the period specified in subsection (a);
          ``(2) the bridge company assumes--
                  ``(A) any guarantee or other credit 
                enhancement issued by the debtor relating to 
                the agreement of the affiliate; and
                  ``(B) any obligations in respect of rights of 
                setoff, netting arrangement, or debt of the 
                debtor that directly arises out of or directly 
                relates to the guarantee or credit enhancement; 
                and
          ``(3) any property of the estate that directly serves 
        as collateral for the guarantee or credit enhancement 
        is transferred to the bridge company.

``Sec. 1189. Licenses, permits, and registrations

  ``(a) Notwithstanding any otherwise applicable nonbankruptcy 
law, if a request is made under section 1185 for a transfer of 
property of the estate, any Federal, State, or local license, 
permit, or registration that the debtor or an affiliate had 
immediately before the commencement of the case and that is 
proposed to be transferred under section 1185 may not be 
accelerated, terminated, or modified at any time after the 
request solely on account of--
          ``(1) the insolvency or financial condition of the 
        debtor at any time before the closing of the case;
          ``(2) the commencement of a case under this title 
        concerning the debtor;
          ``(3) the appointment of or taking possession by a 
        trustee in a case under this title concerning the 
        debtor or by a custodian before the commencement of the 
        case; or
          ``(4) a transfer under section 1185.
  ``(b) Notwithstanding any otherwise applicable nonbankruptcy 
law, any Federal, State, or local license, permit, or 
registration that the debtor had immediately before the 
commencement of the case that is included in a transfer under 
section 1185 shall be valid and all rights and obligations 
thereunder shall vest in the bridge company.

``Sec. 1190. Exemption from securities laws

  ``For purposes of section 1145, a security of the bridge 
company shall be deemed to be a security of a successor to the 
debtor under a plan if the court approves the disclosure 
statement for the plan as providing adequate information (as 
defined in section 1125(a)) about the bridge company and the 
security.

``Sec. 1191. Inapplicability of certain avoiding powers

  ``A transfer made or an obligation incurred by the debtor to 
an affiliate prior to or after the commencement of the case, 
including any obligation released by the debtor or the estate 
to or for the benefit of an affiliate, in contemplation of or 
in connection with a transfer under section 1185 is not 
avoidable under section 544, 547, 548(a)(1)(B), or 549, or 
under any similar nonbankruptcy law.

``Sec. 1192. Consideration of financial stability

  ``The court may consider the effect that any decision in 
connection with this subchapter may have on financial stability 
in the United States.''.

SEC. 123. AMENDMENTS TO TITLE 28, UNITED STATES CODE.

  (a) Amendment to Chapter 13.--Chapter 13 of title 28, United 
States Code, is amended by adding at the end the following:

``Sec. 298. Judge for a case under subchapter V of chapter 11 of title 
                    11

  ``(a)(1) Notwithstanding section 295, the Chief Justice of 
the United States shall designate not fewer than 10 bankruptcy 
judges to be available to hear a case under subchapter V of 
chapter 11 of title 11. Bankruptcy judges may request to be 
considered by the Chief Justice of the United States for such 
designation.
  ``(2) Notwithstanding section 155, a case under subchapter V 
of chapter 11 of title 11 shall be heard under section 157 by a 
bankruptcy judge designated under paragraph (1), who shall be 
randomly assigned to hear such case by the chief judge of the 
court of appeals for the circuit embracing the district in 
which the case is pending. To the greatest extent practicable, 
the approvals required under section 155 should be obtained.
  ``(3) If the bankruptcy judge assigned to hear a case under 
paragraph (2) is not assigned to the district in which the case 
is pending, the bankruptcy judge shall be temporarily assigned 
to the district.
  ``(b) A case under subchapter V of chapter 11 of title 11, 
and all proceedings in the case, shall take place in the 
district in which the case is pending.
  ``(c) In this section, the term `covered financial 
corporation' has the meaning given that term in section 101(9A) 
of title 11.''.
  (b) Amendment to Section 1334 of Title 28.--Section 1334 of 
title 28, United States Code, is amended by adding at the end 
the following:
  ``(f) This section does not grant jurisdiction to the 
district court after a transfer pursuant to an order under 
section 1185 of title 11 of any proceeding related to a special 
trustee appointed, or to a bridge company formed, in connection 
with a case under subchapter V of chapter 11 of title 11.''.
  (c) Technical and Conforming Amendment.--The table of 
sections for chapter 13 of title 28, United States Code, is 
amended by adding at the end the following:

``298. Judge for a case under subchapter V of chapter 11 of title 11.''.

                Subtitle C--Ending Government Guarantees

SEC. 131. REPEAL OF OBLIGATION GUARANTEE PROGRAM.

  (a) In General.--The following sections of the Dodd-Frank 
Wall Street Reform and Consumer Protection Act (12 U.S.C. 5301 
et seq.) are repealed:
          (1) Section 1104.
          (2) Section 1105.
          (3) Section 1106.
  (b) Clerical Amendment.--The table of contents under section 
1(b) of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act is amended by striking the items relating to 
sections 1104, 1105, and 1106.

SEC. 132. REPEAL OF SYSTEMIC RISK DETERMINATION IN RESOLUTIONS.

  Section 13(c)(4)(G) of the Federal Deposit Insurance Act (12 
U.S.C. 1823(c)(4)(G)) is hereby repealed.

SEC. 133. RESTRICTIONS ON USE OF THE EXCHANGE STABILIZATION FUND.

  (a) In General.--Section 5302 of title 31, United States 
Code, is amended by adding at the end the following:
  ``(e) Amounts in the fund may not be used for the 
establishment of a guaranty program for any nongovernmental 
entity.''.
  (b) Conforming Amendment.--Section 131(b) of the Emergency 
Economic Stabilization Act of 2008 (12 U.S.C. 5236(b)) is 
amended by inserting ``, or for the purposes of preventing the 
liquidation or insolvency of any entity'' before the period.

     Subtitle D--Eliminating Financial Market Utility Designations

SEC. 141. REPEAL OF TITLE VIII.

  (a) Repeal.--Title VIII of the Dodd-Frank Wall Street Reform 
and Consumer Protection Act (12 U.S.C. 5461 et seq.) is 
repealed, and provisions of law amended by such title are 
restored and revived as if such title had never been enacted.
  (b) Clerical Amendment.--The table of contents in section 
1(b) of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act is amended by striking the items relating to 
title VIII.

       Subtitle E--Reform of the Financial Stability Act of 2010

SEC. 151. REPEAL AND MODIFICATION OF PROVISIONS OF THE FINANCIAL 
                    STABILITY ACT OF 2010.

  (a) Repeals.--The following provisions of the Financial 
Stability Act of 2010 are repealed, and the provisions of law 
amended or repealed by such provisions are restored or revived 
as if such provisions had not been enacted:
          (1) Subtitle B.
          (2) Section 113.
          (3) Section 114.
          (4) Section 115.
          (5) Section 116.
          (6) Section 117.
          (7) Section 119.
          (8) Section 120.
          (9) Section 121.
          (10) Section 161.
          (11) Section 162.
          (12) Section 164.
          (13) Section 166.
          (14) Section 167.
          (15) Section 168.
          (16) Section 170.
          (17) Section 172.
          (18) Section 174.
          (19) Section 175.
  (b) Additional Modifications.--The Financial Stability Act of 
2010 (12 U.S.C. 5311 et seq.) is amended--
          (1) in section 102(a), by striking paragraph (5);
          (2) in section 111--
                  (A) in subsection (b)--
                          (i) in paragraph (1)--
                                  (I) by striking ``who shall 
                                each'' and inserting ``who 
                                shall, except as provided 
                                below, each''; and
                                  (II) by striking 
                                subparagraphs (B) through (J) 
                                and inserting the following:
                  ``(B) each member of the Board of Governors, 
                who shall collectively have 1 vote on the 
                Council;
                  ``(C) the Comptroller of the Currency;
                  ``(D) the Director of the Consumer Law 
                Enforcement Agency;
                  ``(E) each member of the Commission, who 
                shall collectively have 1 vote on the Council;
                  ``(F) each member of the Corporation, who 
                shall collectively have 1 vote on the Council;
                  ``(G) each member of the Commodity Futures 
                Trading Commission, who shall collectively have 
                1 vote on the Council;
                  ``(H) the Director of the Federal Housing 
                Finance Agency;
                  ``(I) each member of the National Credit 
                Union Administration Board, who shall 
                collectively have 1 vote on the Council; and
                  ``(J) the Independent Insurance Advocate.'';
                          (ii) in paragraph (2)--
                                  (I) by striking subparagraphs 
                                (A) and (B); and
                                  (II) by redesignating 
                                subparagraphs (C), (D), and (E) 
                                as subparagraphs (A), (B), and 
                                (C), respectively; and
                          (iii) by adding at the end the 
                        following:
          ``(4) Voting by multi-person entity.--
                  ``(A) Voting within the entity.--An entity 
                described under subparagraph (B), (E), (F), 
                (G), or (I) of paragraph (1) shall determine 
                the entity's Council vote by using the voting 
                process normally applicable to votes by the 
                entity's members.
                  ``(B) Casting of entity vote.--The 1 
                collective Council vote of an entity described 
                under subparagraph (A) shall be cast by the 
                head of such agency or, in the event such head 
                is unable to cast such vote, the next most 
                senior member of the entity available.'';
                  (B) in subsection (c)(1), by striking ``The 
                independent member of the Council shall serve 
                for a term of 6 years, and each nonvoting 
                member described in subparagraphs (C), (D), and 
                (E) of'' and inserting ``Each nonvoting members 
                described under'';
                  (C) in subsection (e), by adding at the end 
                the following:
          ``(3) Staff access.--Any member of the Council may 
        select to have one or more individuals on the member's 
        staff attend a meeting of the Council, including any 
        meeting of representatives of the member agencies other 
        than the members themselves.
          ``(4) Congressional oversight.--All meetings of the 
        Council, whether or not open to the public, shall be 
        open to the attendance by members of the authorization 
        and oversight committees of the House of 
        Representatives and the Senate.
          ``(5) Member agency meetings.--Any meeting of 
        representatives of the member agencies other than the 
        members themselves shall be open to attendance by staff 
        of the authorization and oversight committees of the 
        House of Representatives and the Senate.'';
                  (D) by striking subsection (g) (relating to 
                the nonapplicability of FACA);
                  (E) by inserting after subsection (f) the 
                following:
  ``(g) Open Meeting Requirement.--The Council shall be an 
agency for purposes of section 552b of title 5, United States 
Code (commonly referred to as the `Government in the Sunshine 
Act').
  ``(h) Confidential Congressional Briefings.--The Chairperson 
shall at regular times but not less than annually provide 
confidential briefings to the Committee on Financial Services 
of the House of Representatives and the Committee on Banking, 
Housing, and Urban Affairs of the Senate, which may in the 
discretion of the Chairman of the respective committee be 
attended by any combination of the committee's members or 
staff.''; and
                  (F) by redesignating subsections (h) through 
                (j) as subsections (i) through (k), 
                respectively;
          (3) in section 112--
                  (A) in subsection (a)(2)--
                          (i) in subparagraph (A), by striking 
                        ``the Federal Insurance Office and, if 
                        necessary to assess risks to the United 
                        States financial system, direct the 
                        Office of Financial Research to'' and 
                        inserting ``and, if necessary to assess 
                        risks to the United States financial 
                        system,'';
                          (ii) by striking subparagraphs (B), 
                        (H), (I), and (J);
                          (iii) by redesignating subparagraphs 
                        (C), (D), (E), (F), (G), (K), (L), (M), 
                        and (N) as subparagraphs (B), (C), (D), 
                        (E), (F), (G), (H), (I), and (J), 
                        respectively;
                          (iv) in subparagraph (J), as so 
                        redesignated--
                                  (I) in clause (iii), by 
                                adding ``and'' at the end;
                                  (II) by striking clauses (iv) 
                                and (v); and
                                  (III) by redesignating clause 
                                (vi) as clause (iv); and
                  (B) in subsection (d)--
                          (i) in paragraph (1), by striking 
                        ``the Office of Financial Research, 
                        member agencies, and the Federal 
                        Insurance Office'' and inserting 
                        ``member agencies'';
                          (ii) in paragraph (2), by striking 
                        ``the Office of Financial Research, any 
                        member agency, and the Federal 
                        Insurance Office,'' and inserting 
                        ``member agencies'';
                          (iii) in paragraph (3)--
                                  (I) by striking ``, acting 
                                through the Office of Financial 
                                Research,'' each place it 
                                appears; and
                                  (II) in subparagraph (B), by 
                                striking ``the Office of 
                                Financial Research or''; and
                          (iv) in paragraph (5)(A), by striking 
                        ``, the Office of Financial 
                        Research,'';
          (4) by amending section 118 to read as follows:

``SEC. 118. COUNCIL FUNDING.

  ``There is authorized to be appropriated to the Council 
$4,000,000 for fiscal year 2017 and each fiscal year thereafter 
to carry out the duties of the Council.'';
          (5) in section 163--
                  (A) by striking subsection (a);
                  (B) by redesignating subsection (b) as 
                subsection (a); and
                  (C) in subsection (a), as so redesignated--
                          (i) by striking ``or a nonbank 
                        financial company supervised by the 
                        Board of Governors'' each place such 
                        term appears;
                          (ii) in paragraph (4), by striking 
                        ``In addition'' and inserting the 
                        following:
                  ``(A) In general.--In addition''; and
                          (iii) by adding at the end the 
                        following:
                  ``(B) Exception for qualifying banking 
                organization.--Subparagraph (A) shall not apply 
                to a proposed acquisition by a qualifying 
                banking organization, as defined under section 
                605 of the Financial CHOICE Act of 2017.''; and
          (6) in section 165--
                  (A) by striking ``nonbank financial companies 
                supervised by the Board of Governors and'' each 
                place such term appears;
                  (B) by striking ``nonbank financial company 
                supervised by the Board of Governors and'' each 
                place such term appears;
                  (C) in subsection (a), by amending paragraph 
                (2) to read as follows:
          ``(2) Tailored application.--In prescribing more 
        stringent prudential standards under this section, the 
        Board of Governors may differentiate among companies on 
        an individual basis or by category, taking into 
        consideration their capital structure, riskiness, 
        complexity, financial activities (including the 
        financial activities of their subsidiaries), size, and 
        any other risk-related factors that the Board of 
        Governors deems appropriate.'';
                  (D) in subsection (b)--
                          (i) in paragraph (1)(B)(iv), by 
                        striking ``, on its own or pursuant to 
                        a recommendation made by the Council in 
                        accordance with section 115,'';
                          (ii) in paragraph (2)--
                                  (I) by striking ``foreign 
                                nonbank financial company 
                                supervised by the Board of 
                                Governors or'';
                                  (II) by striking ``shall--'' 
                                and all that follows through 
                                ``give due'' and inserting 
                                ``shall give due'';
                                  (III) in subparagraph (A), by 
                                striking ``; and'' and 
                                inserting a period; and
                                  (IV) by striking subparagraph 
                                (B);
                          (iii) in paragraph (3)--
                                  (I) in subparagraph (A)--
                                          (aa) by striking 
                                        clause (i);
                                          (bb) by redesignating 
                                        clauses (ii), (iii), 
                                        and (iv) as clauses 
                                        (i), (ii), and (iii), 
                                        respectively; and
                                          (cc) in clause (iii), 
                                        as so redesignated, by 
                                        adding ``and'' at the 
                                        end;
                                  (II) by striking 
                                subparagraphs (B) and (C); and
                                  (III) by redesignating 
                                subparagraph (D) as 
                                subparagraph (B); and
                          (iv) in paragraph (4), by striking 
                        ``a nonbank financial company 
                        supervised by the Board of Governors 
                        or'';
                  (E) in subsection (c)--
                          (i) in paragraph (1), by striking 
                        ``under section 115(c)''; and
                          (ii) in paragraph (2)--
                                  (I) by amending subparagraph 
                                (A) to read as follows:
                  ``(A) any recommendations of the Council;''; 
                and
                                  (II) in subparagraph (D), by 
                                striking ``nonbank financial 
                                company supervised by the Board 
                                of Governors or'';
                  (F) in subsection (d)--
                          (i) by striking ``a nonbank financial 
                        company supervised by the Board of 
                        Governors or'' each place such term 
                        appears;
                          (ii) in paragraph (1), by striking 
                        ``periodically'' and inserting ``not 
                        more often than every 2 years'';
                          (iii) in paragraph (3)--
                                  (I) by striking ``The Board'' 
                                and inserting the following:
                  ``(A) In general.--The Board'';
                                  (II) by striking ``shall 
                                review'' and inserting the 
                                following: ``shall--
                          ``(i) review'';
                                  (III) by striking the period 
                                and inserting ``; and''; and
                                  (IV) by adding at the end the 
                                following:
                          ``(ii) not later than the end of the 
                        6-month period beginning on the date 
                        the bank holding company submits the 
                        resolution plan, provide feedback to 
                        the bank holding company on such plan.
                  ``(B) Disclosure of assessment framework.--
                The Board of Governors shall publicly disclose, 
                including on the website of the Board of 
                Governors, the assessment framework that is 
                used to review information under this paragraph 
                and shall provide the public with a notice and 
                comment period before finalizing such 
                assessment framework.''.
                          (iv) in paragraph (6), by striking 
                        ``nonbank financial company supervised 
                        by the Board, any bank holding 
                        company,'' and inserting ``bank holding 
                        company'';
                  (G) in subsection (e)--
                          (i) in paragraph (1), by striking ``a 
                        nonbank financial company supervised by 
                        the Board of Governors or'';
                          (ii) in paragraph (3), by striking 
                        ``the nonbank financial company 
                        supervised by the Board of Governors 
                        or'' each place such term appears; and
                          (iii) in paragraph (4), by striking 
                        ``a nonbank financial company 
                        supervised by the Board of Governors 
                        or'';
                  (H) in subsection (g)(1), by striking ``and 
                any nonbank financial company supervised by the 
                Board of Governors'';
                  (I) in subsection (h)--
                          (i) by striking paragraph (1);
                          (ii) by redesignating paragraphs (2), 
                        (3), and (4) as paragraphs (1), (2), 
                        and (3), respectively;
                          (iii) in paragraph (1), as so 
                        redesignated, by striking ``paragraph 
                        (3)'' each place such term appears and 
                        inserting ``paragraph (2)''; and
                          (iv) in paragraph (2), as so 
                        redesignated--
                                  (I) in subparagraph (A), by 
                                striking ``the nonbank 
                                financial company supervised by 
                                the Board of Governors or bank 
                                holding company described in 
                                subsection (a), as applicable'' 
                                and inserting ``a bank holding 
                                company described in subsection 
                                (a)''; and
                                  (II) in subparagraph (B), by 
                                striking ``the nonbank 
                                financial company supervised by 
                                the Board of Governors or a 
                                bank holding company described 
                                in subsection (a), as 
                                applicable'' and inserting ``a 
                                bank holding company described 
                                in subsection (a)'';
                  (J) in subsection (i)--
                          (i) in paragraph (1)--
                                  (I) in subparagraph (A), by 
                                striking ``, in coordination 
                                with the appropriate primary 
                                financial regulatory agencies 
                                and the Federal Insurance 
                                Office,'';
                                  (II) in subparagraph (B)--
                                          (aa) by amending 
                                        clause (i) to read as 
                                        follows:
                          ``(i) shall--
                                  ``(I) issue regulations, 
                                after providing for public 
                                notice and comment, that 
                                provide for at least 3 
                                different sets of conditions 
                                under which the evaluation 
                                required by this subsection 
                                shall be conducted, including 
                                baseline, adverse, and severely 
                                adverse, and methodologies, 
                                including models used to 
                                estimate losses on certain 
                                assets, and the Board of 
                                Governors shall not carry out 
                                any such evaluation until 60 
                                days after such regulations are 
                                issued; and
                                  ``(II) provide copies of such 
                                regulations to the Comptroller 
                                General of the United States 
                                and the Panel of Economic 
                                Advisors of the Congressional 
                                Budget Office before publishing 
                                such regulations;'';
                                          (bb) in clause (ii), 
                                        by striking ``and 
                                        nonbank financial 
                                        companies'';
                                          (cc) in clause (iv), 
                                        by striking ``and'' at 
                                        the end;
                                          (dd) in clause (v), 
                                        by striking the period 
                                        and inserting the 
                                        following: ``, 
                                        including any results 
                                        of a resubmitted 
                                        test;''; and
                                          (ee) by adding at the 
                                        end the following:
                          ``(vi) shall, in establishing the 
                        severely adverse condition under clause 
                        (i), provide detailed consideration of 
                        the model's effects on financial 
                        stability and the cost and availability 
                        of credit;
                          ``(vii) shall, in developing the 
                        models and methodologies and providing 
                        them for notice and comment under this 
                        subparagraph, publish a process to test 
                        the models and methodologies for their 
                        potential to magnify systemic and 
                        institutional risks instead of 
                        facilitating increased resiliency;
                          ``(viii) shall design and publish a 
                        process to test and document the 
                        sensitivity and uncertainty associated 
                        with the model system's data quality, 
                        specifications, and assumptions; and
                          ``(ix) shall communicate the range 
                        and sources of uncertainty surrounding 
                        the models and methodologies.''; and
                                  (III) by adding at the end 
                                the following:
                  ``(C) CCAR requirements.--
                          ``(i) Parameters and consequences 
                        applicable to ccar.--The requirements 
                        of subparagraph (B) shall apply to 
                        CCAR.
                          ``(ii) Two-year limitation.--The 
                        Board of Governors may not subject a 
                        company to CCAR more than once every 
                        two years.
                          ``(iii) Mid-cycle resubmission.--If a 
                        company receives a quantitative 
                        objection to, or otherwise desires to 
                        amend the company's capital plan, the 
                        company may file a new streamlined plan 
                        at any time after a capital planning 
                        exercise has been completed and before 
                        a subsequent capital planning exercise.
                          ``(iv) Limitation on qualitative 
                        capital planning objections.--In 
                        carrying out CCAR, the Board of 
                        Governors may not object to a company's 
                        capital plan on the basis of 
                        qualitative deficiencies in the 
                        company's capital planning process.
                          ``(v) Company inquiries.--The Board 
                        of Governors shall establish and 
                        publish procedures for responding to 
                        inquiries from companies subject to 
                        CCAR, including establishing the time 
                        frame in which such responses will be 
                        made, and make such procedures publicly 
                        available.
                          ``(vi) CCAR defined.--For purposes of 
                        this subparagraph and subparagraph (E), 
                        the term `CCAR' means the Comprehensive 
                        Capital Analysis and Review established 
                        by the Board of Governors.''; and
                          (ii) in paragraph (2)--
                                  (I) in subparagraph (A)--
                                          (aa) by striking ``a 
                                        bank holding company'' 
                                        and inserting ``bank 
                                        holding company'';
                                          (bb) by striking 
                                        ``semiannual'' and 
                                        inserting ``annual'';
                                          (cc) by striking 
                                        ``All other financial 
                                        companies'' and 
                                        inserting ``All other 
                                        bank holding 
                                        companies''; and
                                          (dd) by striking 
                                        ``and are regulated by 
                                        a primary Federal 
                                        financial regulatory 
                                        agency'';
                                  (II) in subparagraph (B)--
                                          (aa) by striking 
                                        ``and to its primary 
                                        financial regulatory 
                                        agency''; and
                                          (bb) by striking 
                                        ``primary financial 
                                        regulatory agency'' the 
                                        second time it appears 
                                        and inserting ``Board 
                                        of Governors''; and
                                  (III) in subparagraph (C)--
                                          (aa) by striking 
                                        ``Each Federal primary 
                                        financial regulatory 
                                        agency, in coordination 
                                        with the Board of 
                                        Governors and the 
                                        Federal Insurance 
                                        Office,'' and inserting 
                                        ``The Board of 
                                        Governors''; and
                                          (bb) by striking 
                                        ``consistent and 
                                        comparable''.
                  (K) in subsection (j)--
                          (i) in paragraph (1), by striking 
                        ``or a nonbank financial company 
                        supervised by the Board of Governors''; 
                        and
                          (ii) in paragraph (2), by striking 
                        ``the factors described in subsections 
                        (a) and (b) of section 113 and any 
                        other'' and inserting ``any'';
                  (L) in subsection (k)(1), by striking ``or 
                nonbank financial company supervised by the 
                Board of Governors''; and
                  (M) by adding at the end the following:
  ``(l) Exemption for Qualifying Banking Organizations.--This 
section shall not apply to a proposed acquisition by a 
qualifying banking organization, as defined under section 605 
of the Financial CHOICE Act of 2017.''.
  (c) Treatment of Other Resolution Plan Requirements.--
          (1) In general.--With respect to an appropriate 
        Federal banking agency that requires a banking 
        organization to submit to the agency a resolution plan 
        not described under section 165(d) of the Dodd-Frank 
        Wall Street Reform and Consumer Protection Act--
                  (A) the agency shall comply with the 
                requirements of paragraphs (3) and (4) of such 
                section 165(d);
                  (B) the agency may not require the submission 
                of such a resolution plan more often than every 
                2 years; and
                  (C) paragraphs (6) and (7) of such section 
                165(d) shall apply to such a resolution plan.
          (2) Definitions.--For purposes of this subsection, 
        the terms ``appropriate Federal banking agency'' and 
        ``banking organization'' have the meaning given those 
        terms, respectively, under section 105.
  (d) Actions to Create a Bank Holding Company.--Section 
3(b)(1) of the Bank Holding Company Act of 1956 (12 U.S.C. 
1842(b)(1)) is amended--
          (1) by striking ``Upon receiving'' and inserting the 
        following:
                  ``(A) In general.--Upon receiving'';
          (2) by striking ``Notwithstanding any other 
        provision'' and inserting the following:
                  ``(B) Immediate action.--
                          ``(i) In general.--Notwithstanding 
                        any other provision''; and
          (3) by adding at the end the following:
                          ``(ii) Exception.--The Board may not 
                        take any action pursuant to clause (i) 
                        on an application that would cause any 
                        company to become a bank holding 
                        company unless such application 
                        involves the company acquiring a bank 
                        that is critically undercapitalized (as 
                        such term is defined under section 
                        38(b) of the Federal Deposit Insurance 
                        Act).''.
  (e) Concentration Limits Applied Only to Banking 
Organizations.--Section 14 of the Bank Holding Company Act of 
1956 (12 U.S.C. 1852) is amended--
          (1) by striking ``financial company'' each place such 
        term appears and inserting ``banking organization'';
          (2) in subsection (a)--
                  (A) by amending paragraph (2) to read as 
                follows:
          ``(2) the term `banking organization' means--
                  ``(A) an insured depository institution;
                  ``(B) a bank holding company;
                  ``(C) a savings and loan holding company;
                  ``(D) a company that controls an insured 
                depository institution; and
                  ``(E) a foreign bank or company that is 
                treated as a bank holding company for purposes 
                of this Act; and'';
                  (B) in paragraph (3)--
                          (i) in subparagraph (A)(ii), by 
                        adding ``and'' at the end;
                          (ii) in subparagraph (B)(ii), by 
                        striking ``; and'' and inserting a 
                        period; and
                          (iii) by striking subparagraph (C); 
                        and
          (3) in subsection (b), by striking ``financial 
        companies'' and inserting ``banking organizations''.
  (f) Conforming Amendment.--Section 3502(5) of title 44, 
United States Code, is amended by striking ``the Office of 
Financial Research,''.
  (g) Clerical Amendment.--The table of contents under section 
1(b) of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act is amended by striking the items relating to 
subtitle B of title I and 113, 114, 115, 116, 117, 119, 120, 
121, 161, 162, 164, 166, 167, 168, 170, 172, 174, and 175.

SEC. 152. OPERATIONAL RISK CAPITAL REQUIREMENTS FOR BANKING 
                    ORGANIZATIONS.

  (a) In General.--An appropriate Federal banking agency may 
not establish an operational risk capital requirement for 
banking organizations, unless such requirement--
          (1) is based on the risks posed by a banking 
        organization's current activities and businesses;
          (2) is appropriately sensitive to the risks posed by 
        such current activities and businesses;
          (3) is determined under a forward-looking assessment 
        of potential losses that may arise out of a banking 
        organization's current activities and businesses, which 
        is not solely based on a banking organization's 
        historical losses; and
          (4) permits adjustments based on qualifying 
        operational risk mitigants.
  (b) Definitions.--For purposes of this section, the terms 
``appropriate Federal banking agency'' and ``banking 
organization'' have the meaning given those terms, 
respectively, under section 605.

          TITLE II--DEMANDING ACCOUNTABILITY FROM WALL STREET

                Subtitle A--SEC Penalties Modernization

SEC. 211. ENHANCEMENT OF CIVIL PENALTIES FOR SECURITIES LAWS 
                    VIOLATIONS.

  (a) Updated Civil Money Penalties.--
          (1) Securities act of 1933.--
                  (A) Money penalties in administrative 
                actions.--Section 8A(g)(2) of the Securities 
                Act of 1933 (15 U.S.C. 77h-1(g)(2)) is 
                amended--
                          (i) in subparagraph (A)--
                                  (I) by striking ``$7,500'' 
                                and inserting ``$10,000''; and
                                  (II) by striking ``$75,000'' 
                                and inserting ``$100,000'';
                          (ii) in subparagraph (B)--
                                  (I) by striking ``$75,000'' 
                                and inserting ``$100,000''; and
                                  (II) by striking ``$375,000'' 
                                and inserting ``$500,000''; and
                          (iii) by striking subparagraph (C) 
                        and inserting the following:
                  ``(C) Third tier.--
                          ``(i) In general.--Notwithstanding 
                        subparagraphs (A) and (B), the amount 
                        of penalty for each such act or 
                        omission shall not exceed the amount 
                        specified in clause (ii) if--
                                  ``(I) the act or omission 
                                described in paragraph (1) 
                                involved fraud, deceit, 
                                manipulation, or deliberate or 
                                reckless disregard of a 
                                regulatory requirement; and
                                  ``(II) such act or omission 
                                directly or indirectly resulted 
                                in--
                                          ``(aa) substantial 
                                        losses or created a 
                                        significant risk of 
                                        substantial losses to 
                                        other persons; or
                                          ``(bb) substantial 
                                        pecuniary gain to the 
                                        person who committed 
                                        the act or omission.
                          ``(ii) Maximum amount of penalty.--
                        The amount referred to in clause (i) is 
                        the greatest of--
                                  ``(I) $300,000 for a natural 
                                person or $1,450,000 for any 
                                other person;
                                  ``(II) 3 times the gross 
                                amount of pecuniary gain to the 
                                person who committed the act or 
                                omission; or
                                  ``(III) the amount of losses 
                                incurred by victims as a result 
                                of the act or omission.''.
                  (B) Money penalties in civil actions.--
                Section 20(d)(2) of the Securities Act of 1933 
                (15 U.S.C. 77t(d)(2)) is amended--
                          (i) in subparagraph (A)--
                                  (I) by striking ``$5,000'' 
                                and inserting ``$10,000''; and
                                  (II) by striking ``$50,000'' 
                                and inserting ``$100,000'';
                          (ii) in subparagraph (B)--
                                  (I) by striking ``$50,000'' 
                                and inserting ``$100,000''; and
                                  (II) by striking ``$250,000'' 
                                and inserting ``$500,000''; and
                          (iii) by striking subparagraph (C) 
                        and inserting the following:
                  ``(C) Third tier.--
                          ``(i) In general.--Notwithstanding 
                        subparagraphs (A) and (B), the amount 
                        of penalty for each such violation 
                        shall not exceed the amount specified 
                        in clause (ii) if--
                                  ``(I) the violation described 
                                in paragraph (1) involved 
                                fraud, deceit, manipulation, or 
                                deliberate or reckless 
                                disregard of a regulatory 
                                requirement; and
                                  ``(II) such violation 
                                directly or indirectly resulted 
                                in substantial losses or 
                                created a significant risk of 
                                substantial losses to other 
                                persons.
                          ``(ii) Maximum amount of penalty.--
                        The amount referred to in clause (i) is 
                        the greatest of--
                                  ``(I) $300,000 for a natural 
                                person or $1,450,000 for any 
                                other person;
                                  ``(II) 3 times the gross 
                                amount of pecuniary gain to 
                                such defendant as a result of 
                                the violation; or
                                  ``(III) the amount of losses 
                                incurred by victims as a result 
                                of the violation.''.
          (2) Securities exchange act of 1934.--
                  (A) Money penalties in civil actions.--
                Section 21(d)(3)(B) of the Securities Exchange 
                Act of 1934 (15 U.S.C. 78u(d)(3)(B)) is 
                amended--
                          (i) in clause (i)--
                                  (I) by striking ``$5,000'' 
                                and inserting ``$10,000''; and
                                  (II) by striking ``$50,000'' 
                                and inserting ``$100,000'';
                          (ii) in clause (ii)--
                                  (I) by striking ``$50,000'' 
                                and inserting ``$100,000''; and
                                  (II) by striking ``$250,000'' 
                                and inserting ``$500,000''; and
                          (iii) by striking clause (iii) and 
                        inserting the following:
                  ``(iii) Third tier.--
                          ``(I) In general.--Notwithstanding 
                        clauses (i) and (ii), the amount of 
                        penalty for each such violation shall 
                        not exceed the amount specified in 
                        subclause (II) if--
                                  ``(aa) the violation 
                                described in subparagraph (A) 
                                involved fraud, deceit, 
                                manipulation, or deliberate or 
                                reckless disregard of a 
                                regulatory requirement; and
                                  ``(bb) such violation 
                                directly or indirectly resulted 
                                in substantial losses or 
                                created a significant risk of 
                                substantial losses to other 
                                persons.
                          ``(II) Maximum amount of penalty.--
                        The amount referred to in subclause (I) 
                        is the greatest of--
                                  ``(aa) $300,000 for a natural 
                                person or $1,450,000 for any 
                                other person;
                                  ``(bb) 3 times the gross 
                                amount of pecuniary gain to 
                                such defendant as a result of 
                                the violation; or
                                  ``(cc) the amount of losses 
                                incurred by victims as a result 
                                of the violation.''.
                  (B) Money penalties in administrative 
                actions.--Section 21B(b) of the Securities 
                Exchange Act of 1934 (15 U.S.C. 78u-2(b)) is 
                amended--
                          (i) in paragraph (1)--
                                  (I) by striking ``$5,000'' 
                                and inserting ``$10,000''; and
                                  (II) by striking ``$50,000'' 
                                and inserting ``$100,000'';
                          (ii) in paragraph (2)--
                                  (I) by striking ``$50,000'' 
                                and inserting ``$100,000''; and
                                  (II) by striking ``$250,000'' 
                                and inserting ``$500,000''; and
                          (iii) by striking paragraph (3) and 
                        inserting the following:
          ``(3) Third tier.--
                  ``(A) In general.--Notwithstanding paragraphs 
                (1) and (2), the amount of penalty for each 
                such act or omission shall not exceed the 
                amount specified in subparagraph (B) if--
                          ``(i) the act or omission described 
                        in subsection (a) involved fraud, 
                        deceit, manipulation, or deliberate or 
                        reckless disregard of a regulatory 
                        requirement; and
                          ``(ii) such act or omission directly 
                        or indirectly resulted in substantial 
                        losses or created a significant risk of 
                        substantial losses to other persons or 
                        resulted in substantial pecuniary gain 
                        to the person who committed the act or 
                        omission.
                  ``(B) Maximum amount of penalty.--The amount 
                referred to in subparagraph (A) is the greatest 
                of--
                          ``(i) $300,000 for a natural person 
                        or $1,450,000 for any other person;
                          ``(ii) 3 times the gross amount of 
                        pecuniary gain to the person who 
                        committed the act or omission; or
                          ``(iii) the amount of losses incurred 
                        by victims as a result of the act or 
                        omission.''.
          (3) Investment company act of 1940.--
                  (A) Money penalties in administrative 
                actions.--Section 9(d)(2) of the Investment 
                Company Act of 1940 (15 U.S.C. 80a-9(d)(2)) is 
                amended--
                          (i) in subparagraph (A)--
                                  (I) by striking ``$5,000'' 
                                and inserting ``$10,000''; and
                                  (II) by striking ``$50,000'' 
                                and inserting ``$100,000'';
                          (ii) in subparagraph (B)--
                                  (I) by striking ``$50,000'' 
                                and inserting ``$100,000''; and
                                  (II) by striking ``$250,000'' 
                                and inserting ``$500,000''; and
                          (iii) by striking subparagraph (C) 
                        and inserting the following:
                  ``(C) Third tier.--
                          ``(i) In general.--Notwithstanding 
                        subparagraphs (A) and (B), the amount 
                        of penalty for each such act or 
                        omission shall not exceed the amount 
                        specified in clause (ii) if--
                                  ``(I) the act or omission 
                                described in paragraph (1) 
                                involved fraud, deceit, 
                                manipulation, or deliberate or 
                                reckless disregard of a 
                                regulatory requirement; and
                                  ``(II) such act or omission 
                                directly or indirectly resulted 
                                in substantial losses or 
                                created a significant risk of 
                                substantial losses to other 
                                persons or resulted in 
                                substantial pecuniary gain to 
                                the person who committed the 
                                act or omission.
                          ``(ii) Maximum amount of penalty.--
                        The amount referred to in clause (i) is 
                        the greatest of--
                                  ``(I) $300,000 for a natural 
                                person or $1,450,000 for any 
                                other person;
                                  ``(II) 3 times the gross 
                                amount of pecuniary gain to the 
                                person who committed the act or 
                                omission; or
                                  ``(III) the amount of losses 
                                incurred by victims as a result 
                                of the act or omission.''.
                  (B) Money penalties in civil actions.--
                Section 42(e)(2) of the Investment Company Act 
                of 1940 (15 U.S.C. 80a-41(e)(2)) is amended--
                          (i) in subparagraph (A)--
                                  (I) by striking ``$5,000'' 
                                and inserting ``$10,000''; and
                                  (II) by striking ``$50,000'' 
                                and inserting ``$100,000'';
                          (ii) in subparagraph (B)--
                                  (I) by striking ``$50,000'' 
                                and inserting ``$100,000''; and
                                  (II) by striking ``$250,000'' 
                                and inserting ``$500,000''; and
                          (iii) by striking subparagraph (C) 
                        and inserting the following:
                  ``(C) Third tier.--
                          ``(i) In general.--Notwithstanding 
                        subparagraphs (A) and (B), the amount 
                        of penalty for each such violation 
                        shall not exceed the amount specified 
                        in clause (ii) if--
                                  ``(I) the violation described 
                                in paragraph (1) involved 
                                fraud, deceit, manipulation, or 
                                deliberate or reckless 
                                disregard of a regulatory 
                                requirement; and
                                  ``(II) such violation 
                                directly or indirectly resulted 
                                in substantial losses or 
                                created a significant risk of 
                                substantial losses to other 
                                persons.
                          ``(ii) Maximum amount of penalty.--
                        The amount referred to in clause (i) is 
                        the greatest of--
                                  ``(I) $300,000 for a natural 
                                person or $1,450,000 for any 
                                other person;
                                  ``(II) 3 times the gross 
                                amount of pecuniary gain to 
                                such defendant as a result of 
                                the violation; or
                                  ``(III) the amount of losses 
                                incurred by victims as a result 
                                of the violation.''.
          (4) Investment advisers act of 1940.--
                  (A) Money penalties in administrative 
                actions.--Section 203(i)(2) of the Investment 
                Advisers Act of 1940 (15 U.S.C. 80b-3(i)(2)) is 
                amended--
                          (i) in subparagraph (A)--
                                  (I) by striking ``$5,000'' 
                                and inserting ``$10,000''; and
                                  (II) by striking ``$50,000'' 
                                and inserting ``$100,000'';
                          (ii) in subparagraph (B)--
                                  (I) by striking ``$50,000'' 
                                and inserting ``$100,000''; and
                                  (II) by striking ``$250,000'' 
                                and inserting ``$500,000''; and
                          (iii) by striking subparagraph (C) 
                        and inserting the following:
                  ``(C) Third tier.--
                          ``(i) In general.--Notwithstanding 
                        subparagraphs (A) and (B), the amount 
                        of penalty for each such act or 
                        omission shall not exceed the amount 
                        specified in clause (ii) if--
                                  ``(I) the act or omission 
                                described in paragraph (1) 
                                involved fraud, deceit, 
                                manipulation, or deliberate or 
                                reckless disregard of a 
                                regulatory requirement; and
                                  ``(II) such act or omission 
                                directly or indirectly resulted 
                                in substantial losses or 
                                created a significant risk of 
                                substantial losses to other 
                                persons or resulted in 
                                substantial pecuniary gain to 
                                the person who committed the 
                                act or omission.
                          ``(ii) Maximum amount of penalty.--
                        The amount referred to in clause (i) is 
                        the greatest of--
                                  ``(I) $300,000 for a natural 
                                person or $1,450,000 for any 
                                other person;
                                  ``(II) 3 times the gross 
                                amount of pecuniary gain to the 
                                person who committed the act or 
                                omission; or
                                  ``(III) the amount of losses 
                                incurred by victims as a result 
                                of the act or omission.''.
                  (B) Money penalties in civil actions.--
                Section 209(e)(2) of the Investment Advisers 
                Act of 1940 (15 U.S.C. 80b-9(e)(2)) is 
                amended--
                          (i) in subparagraph (A)--
                                  (I) by striking ``$5,000'' 
                                and inserting ``$10,000''; and
                                  (II) by striking ``$50,000'' 
                                and inserting ``$100,000'';
                          (ii) in subparagraph (B)--
                                  (I) by striking ``$50,000'' 
                                and inserting ``$100,000''; and
                                  (II) by striking ``$250,000'' 
                                and inserting ``$500,000''; and
                          (iii) by striking subparagraph (C) 
                        and inserting the following:
                  ``(C) Third tier.--
                          ``(i) In general.--Notwithstanding 
                        subparagraphs (A) and (B), the amount 
                        of penalty for each such violation 
                        shall not exceed the amount specified 
                        in clause (ii) if--
                                  ``(I) the violation described 
                                in paragraph (1) involved 
                                fraud, deceit, manipulation, or 
                                deliberate or reckless 
                                disregard of a regulatory 
                                requirement; and
                                  ``(II) such violation 
                                directly or indirectly resulted 
                                in substantial losses or 
                                created a significant risk of 
                                substantial losses to other 
                                persons.
                          ``(ii) Maximum amount of penalty.--
                        The amount referred to in clause (i) is 
                        the greatest of--
                                  ``(I) $300,000 for a natural 
                                person or $1,450,000 for any 
                                other person;
                                  ``(II) 3 times the gross 
                                amount of pecuniary gain to 
                                such defendant as a result of 
                                the violation; or
                                  ``(III) the amount of losses 
                                incurred by victims as a result 
                                of the violation.''.
  (b) Penalties for Recidivists.--
          (1) Securities act of 1933.--
                  (A) Money penalties in administrative 
                actions.--Section 8A(g)(2) of the Securities 
                Act of 1933 (15 U.S.C. 77h-1(g)(2)) is amended 
                by adding at the end the following:
                  ``(D) Fourth tier.--Notwithstanding 
                subparagraphs (A), (B), and (C), the maximum 
                amount of penalty for each such act or omission 
                shall be 3 times the otherwise applicable 
                amount in such subparagraphs if, within the 5-
                year period preceding such act or omission, the 
                person who committed the act or omission was 
                criminally convicted for securities fraud or 
                became subject to a judgment or order imposing 
                monetary, equitable, or administrative relief 
                in any Commission action alleging fraud by that 
                person.''.
                  (B) Money penalties in civil actions.--
                Section 20(d)(2) of the Securities Act of 1933 
                (15 U.S.C. 77t(d)(2)) is amended by adding at 
                the end the following:
                  ``(D) Fourth tier.--Notwithstanding 
                subparagraphs (A), (B), and (C), the maximum 
                amount of penalty for each such violation shall 
                be 3 times the otherwise applicable amount in 
                such subparagraphs if, within the 5-year period 
                preceding such violation, the defendant was 
                criminally convicted for securities fraud or 
                became subject to a judgment or order imposing 
                monetary, equitable, or administrative relief 
                in any Commission action alleging fraud by that 
                defendant.''.
          (2) Securities exchange act of 1934.--
                  (A) Money penalties in civil actions.--
                Section 21(d)(3)(B) of the Securities Exchange 
                Act of 1934 (15 U.S.C. 78u(d)(3)(B)) is amended 
                by adding at the end the following:
                          ``(iv) Fourth tier.--Notwithstanding 
                        clauses (i), (ii), and (iii), the 
                        maximum amount of penalty for each such 
                        violation shall be 3 times the 
                        otherwise applicable amount in such 
                        clauses if, within the 5-year period 
                        preceding such violation, the defendant 
                        was criminally convicted for securities 
                        fraud or became subject to a judgment 
                        or order imposing monetary, equitable, 
                        or administrative relief in any 
                        Commission action alleging fraud by 
                        that defendant.''.
                  (B) Money penalties in administrative 
                actions.--Section 21B(b) of the Securities 
                Exchange Act of 1934 (15 U.S.C. 78u-2(b)) is 
                amended by adding at the end the following:
          ``(4) Fourth tier.--Notwithstanding paragraphs (1), 
        (2), and (3), the maximum amount of penalty for each 
        such act or omission shall be 3 times the otherwise 
        applicable amount in such paragraphs if, within the 5-
        year period preceding such act or omission, the person 
        who committed the act or omission was criminally 
        convicted for securities fraud or became subject to a 
        judgment or order imposing monetary, equitable, or 
        administrative relief in any Commission action alleging 
        fraud by that person.''.
          (3) Investment company act of 1940.--
                  (A) Money penalties in administrative 
                actions.--Section 9(d)(2) of the Investment 
                Company Act of 1940 (15 U.S.C. 80a-9(d)(2)) is 
                amended by adding at the end the following:
                  ``(D) Fourth tier.--Notwithstanding 
                subparagraphs (A), (B), and (C), the maximum 
                amount of penalty for each such act or omission 
                shall be 3 times the otherwise applicable 
                amount in such subparagraphs if, within the 5-
                year period preceding such act or omission, the 
                person who committed the act or omission was 
                criminally convicted for securities fraud or 
                became subject to a judgment or order imposing 
                monetary, equitable, or administrative relief 
                in any Commission action alleging fraud by that 
                person.''.
                  (B) Money penalties in civil actions.--
                Section 42(e)(2) of the Investment Company Act 
                of 1940 (15 U.S.C. 80a-41(e)(2)) is amended by 
                adding at the end the following:
                  ``(D) Fourth tier.--Notwithstanding 
                subparagraphs (A), (B), and (C), the maximum 
                amount of penalty for each such violation shall 
                be 3 times the otherwise applicable amount in 
                such subparagraphs if, within the 5-year period 
                preceding such violation, the defendant was 
                criminally convicted for securities fraud or 
                became subject to a judgment or order imposing 
                monetary, equitable, or administrative relief 
                in any Commission action alleging fraud by that 
                defendant.''.
          (4) Investment advisers act of 1940.--
                  (A) Money penalties in administrative 
                actions.--Section 203(i)(2) of the Investment 
                Advisers Act of 1940 (15 U.S.C. 80b-3(i)(2)) is 
                amended by adding at the end the following:
                  ``(D) Fourth tier.--Notwithstanding 
                subparagraphs (A), (B), and (C), the maximum 
                amount of penalty for each such act or omission 
                shall be 3 times the otherwise applicable 
                amount in such subparagraphs if, within the 5-
                year period preceding such act or omission, the 
                person who committed the act or omission was 
                criminally convicted for securities fraud or 
                became subject to a judgment or order imposing 
                monetary, equitable, or administrative relief 
                in any Commission action alleging fraud by that 
                person.''.
                  (B) Money penalties in civil actions.--
                Section 209(e)(2) of the Investment Advisers 
                Act of 1940 (15 U.S.C. 80b-9(e)(2)) is amended 
                by adding at the end the following:
                  ``(D) Fourth tier.--Notwithstanding 
                subparagraphs (A), (B), and (C), the maximum 
                amount of penalty for each such violation shall 
                be 3 times the otherwise applicable amount in 
                such subparagraphs if, within the 5-year period 
                preceding such violation, the defendant was 
                criminally convicted for securities fraud or 
                became subject to a judgment or order imposing 
                monetary, equitable, or administrative relief 
                in any Commission action alleging fraud by that 
                defendant.''.
  (c) Violations of Injunctions and Bars.--
          (1) Securities act of 1933.--Section 20(d) of the 
        Securities Act of 1933 (15 U.S.C. 77t(d)) is amended--
                  (A) in paragraph (1), by inserting after 
                ``the rules or regulations thereunder,'' the 
                following: ``a Federal court injunction or a 
                bar obtained or entered by the Commission under 
                this title,''; and
                  (B) by striking paragraph (4) and inserting 
                the following:
          ``(4) Special provisions relating to a violation of 
        an injunction or certain orders.--
                  ``(A) In general.--Each separate violation of 
                an injunction or order described in 
                subparagraph (B) shall be a separate offense, 
                except that in the case of a violation through 
                a continuing failure to comply with such 
                injunction or order, each day of the failure to 
                comply with the injunction or order shall be 
                deemed a separate offense.
                  ``(B) Injunctions and orders.--Subparagraph 
                (A) shall apply with respect to any action to 
                enforce--
                          ``(i) a Federal court injunction 
                        obtained pursuant to this title;
                          ``(ii) an order entered or obtained 
                        by the Commission pursuant to this 
                        title that bars, suspends, places 
                        limitations on the activities or 
                        functions of, or prohibits the 
                        activities of, a person; or
                          ``(iii) a cease-and-desist order 
                        entered by the Commission pursuant to 
                        section 8A.''.
          (2) Securities exchange act of 1934.--Section 
        21(d)(3) of the Securities Exchange Act of 1934 (15 
        U.S.C. 78u(d)(3)) is amended--
                  (A) in subparagraph (A), by inserting after 
                ``the rules or regulations thereunder,'' the 
                following: ``a Federal court injunction or a 
                bar obtained or entered by the Commission under 
                this title,''; and
                  (B) by striking subparagraph (D) and 
                inserting the following:
          ``(D) Special provisions relating to a violation of 
        an injunction or certain orders.--
                  ``(i) In general.--Each separate violation of 
                an injunction or order described in clause (ii) 
                shall be a separate offense, except that in the 
                case of a violation through a continuing 
                failure to comply with such injunction or 
                order, each day of the failure to comply with 
                the injunction or order shall be deemed a 
                separate offense.
                  ``(ii) Injunctions and orders.--Clause (i) 
                shall apply with respect to an action to 
                enforce--
                          ``(I) a Federal court injunction 
                        obtained pursuant to this title;
                          ``(II) an order entered or obtained 
                        by the Commission pursuant to this 
                        title that bars, suspends, places 
                        limitations on the activities or 
                        functions of, or prohibits the 
                        activities of, a person; or
                          ``(III) a cease-and-desist order 
                        entered by the Commission pursuant to 
                        section 21C.''.
          (3) Investment company act of 1940.--Section 42(e) of 
        the Investment Company Act of 1940 (15 U.S.C. 80a-
        41(e)) is amended--
                  (A) in paragraph (1), by inserting after 
                ``the rules or regulations thereunder,'' the 
                following: ``a Federal court injunction or a 
                bar obtained or entered by the Commission under 
                this title,''; and
                  (B) by striking paragraph (4) and inserting 
                the following:
          ``(4) Special provisions relating to a violation of 
        an injunction or certain orders.--
                  ``(A) In general.--Each separate violation of 
                an injunction or order described in 
                subparagraph (B) shall be a separate offense, 
                except that in the case of a violation through 
                a continuing failure to comply with such 
                injunction or order, each day of the failure to 
                comply with the injunction or order shall be 
                deemed a separate offense.
                  ``(B) Injunctions and orders.--Subparagraph 
                (A) shall apply with respect to any action to 
                enforce--
                          ``(i) a Federal court injunction 
                        obtained pursuant to this title;
                          ``(ii) an order entered or obtained 
                        by the Commission pursuant to this 
                        title that bars, suspends, places 
                        limitations on the activities or 
                        functions of, or prohibits the 
                        activities of, a person; or
                          ``(iii) a cease-and-desist order 
                        entered by the Commission pursuant to 
                        section 9(f).''.
          (4) Investment advisers act of 1940.--Section 209(e) 
        of the Investment Advisers Act of 1940 (15 U.S.C. 80b-
        9(e)) is amended--
                  (A) in paragraph (1), by inserting after 
                ``the rules or regulations thereunder,'' the 
                following: ``a Federal court injunction or a 
                bar obtained or entered by the Commission under 
                this title,''; and
                  (B) by striking paragraph (4) and inserting 
                the following:
          ``(4) Special provisions relating to a violation of 
        an injunction or certain orders.--
                  ``(A) In general.--Each separate violation of 
                an injunction or order described in 
                subparagraph (B) shall be a separate offense, 
                except that in the case of a violation through 
                a continuing failure to comply with such 
                injunction or order, each day of the failure to 
                comply with the injunction or order shall be 
                deemed a separate offense.
                  ``(B) Injunctions and orders.--Subparagraph 
                (A) shall apply with respect to any action to 
                enforce--
                          ``(i) a Federal court injunction 
                        obtained pursuant to this title;
                          ``(ii) an order entered or obtained 
                        by the Commission pursuant to this 
                        title that bars, suspends, places 
                        limitations on the activities or 
                        functions of, or prohibits the 
                        activities of, a person; or
                          ``(iii) a cease-and-desist order 
                        entered by the Commission pursuant to 
                        section 203(k).''.
  (d) Effective Date.--The amendments made by this section 
shall apply with respect to conduct that occurs after the date 
of the enactment of this Act.

SEC. 212. UPDATED CIVIL MONEY PENALTIES OF PUBLIC COMPANY ACCOUNTING 
                    OVERSIGHT BOARD.

  (a) In General.--Section 105(c)(4)(D) of the Sarbanes-Oxley 
Act of 2002 (15 U.S.C. 7215(c)(4)(D)) is amended--
          (1) in clause (i)--
                  (A) by striking ``$100,000'' and inserting 
                ``$200,000''; and
                  (B) by striking ``$2,000,000'' and inserting 
                ``$4,000,000''; and
          (2) in clause (ii)--
                  (A) by striking ``$750,000'' and inserting 
                ``$1,500,000''; and
                  (B) by striking ``$15,000,000'' and inserting 
                ``$22,000,000''.
  (b) Effective Date.--The amendments made by this section 
shall apply with respect to conduct that occurs after the date 
of the enactment of this Act.

SEC. 213. UPDATED CIVIL MONEY PENALTY FOR CONTROLLING PERSONS IN 
                    CONNECTION WITH INSIDER TRADING.

  (a) In General.--Section 21A(a)(3) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78u-1(a)(3)) is amended by striking 
``$1,000,000'' and inserting ``$2,500,000''.
  (b) Effective Date.--The amendment made by this section shall 
apply with respect to conduct that occurs after the date of the 
enactment of this Act.

SEC. 214. UPDATE OF CERTAIN OTHER PENALTIES.

  (a) In General.--Section 32 of the Securities Exchange Act of 
1934 (15 U.S.C. 78ff) is amended--
          (1) in subsection (a), by striking ``$5,000,000'' and 
        inserting ``$7,000,000''; and
          (2) in subsection (c)--
                  (A) in paragraph (1)--
                          (i) in subparagraph (A), by striking 
                        ``$2,000,000'' and inserting 
                        ``$4,000,000''; and
                          (ii) in subparagraph (B), by striking 
                        ``$10,000'' and inserting ``$50,000''; 
                        and
                  (B) in paragraph (2)--
                          (i) in subparagraph (A), by striking 
                        ``$100,000'' and inserting 
                        ``$250,000''; and
                          (ii) in subparagraph (B), by striking 
                        ``$10,000'' and inserting ``$50,000''.
  (b) Effective Date.--The amendments made by this section 
shall apply with respect to conduct that occurs after the date 
of the enactment of this Act.

SEC. 215. MONETARY SANCTIONS TO BE USED FOR THE RELIEF OF VICTIMS.

  (a) In General.--Section 308(a) of the Sarbanes-Oxley Act of 
2002 (15 U.S.C. 7246(a)) is amended to read as follows:
  ``(a) Monetary Sanctions to Be Used for the Relief of 
Victims.--
          ``(1) In general.--If, in any judicial or 
        administrative action brought by the Commission under 
        the securities laws, the Commission obtains a monetary 
        sanction (as defined in section 21F(a) of the 
        Securities Exchange Act of 1934) against any person for 
        a violation of such laws, or such person agrees, in 
        settlement of any such action, to such monetary 
        sanction, the amount of such monetary sanction shall, 
        on the motion or at the direction of the Commission, be 
        added to and become part of a disgorgement fund or 
        other fund established for the benefit of the victims 
        of such violation.
          ``(2) Definition of victim.--In this subsection, the 
        term `victim' has the meaning given the term `crime 
        victim' in section 3771(e) of title 18, United States 
        Code.''.
  (b) Monetary Sanction Defined.--Section 21F(a)(4)(A) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78u-6(a)(4)(A)) is 
amended by striking ``ordered'' and inserting ``required''.
  (c) Effective Date.--The amendments made by this section 
apply with respect to any monetary sanction ordered or required 
to be paid before or after the date of enactment of this Act.

SEC. 216. GAO REPORT ON USE OF CIVIL MONEY PENALTY AUTHORITY BY 
                    COMMISSION.

  (a) In General.--Not later than 2 years after the date of the 
enactment of this Act, the Comptroller General of the United 
States shall submit to the Committee on Financial Services of 
the House of Representatives and the Committee on Banking, 
Housing, and Urban Affairs of the Senate a report on the use by 
the Commission of the authority to impose or obtain civil money 
penalties for violations of the securities laws during the 
period beginning on June 1, 2010, and ending on the date of the 
enactment of this Act.
  (b) Matters Required To Be Included.--The matters covered by 
the report required by subsection (a) shall include the 
following:
          (1) The types of violations for which civil money 
        penalties were imposed or obtained.
          (2) The types of persons on whom civil money 
        penalties were imposed or from whom such penalties were 
        obtained.
          (3) The number and dollar amount of civil money 
        penalties imposed or obtained, disaggregated as 
        follows:
                  (A) Penalties imposed in administrative 
                actions and penalties obtained in judicial 
                actions.
                  (B) Penalties imposed on or obtained from 
                issuers (individual and aggregate filers) and 
                penalties imposed on or obtained from other 
                persons.
                  (C) Penalties permitted to be retained for 
                use by the Commission and penalties deposited 
                in the general fund of the Treasury of the 
                United States.
          (4) For penalties imposed on or obtained from 
        issuers:
                  (A) Whether the violations involved resulted 
                in direct economic benefit to the issuers.
                  (B) The impact of the penalties on the 
                shareholders of the issuers.
  (c) Definitions.--In this section, the terms ``Commission'', 
``issuer'', and ``securities laws'' have the meanings given 
such terms in section 3(a) of the Securities Exchange Act of 
1934 (15 U.S.C. 78c(a)).

               Subtitle B--FIRREA Penalties Modernization

SEC. 221. INCREASE OF CIVIL AND CRIMINAL PENALTIES ORIGINALLY 
                    ESTABLISHED IN THE FINANCIAL INSTITUTIONS REFORM, 
                    RECOVERY, AND ENFORCEMENT ACT OF 1989.

  (a) Amendments to FIRREA.--Section 951(b) of the Financial 
Institutions Reform, Recovery, and Enforcement Act of 1989 (12 
U.S.C. 1833a(b)) is amended--
          (1) in paragraph (1), by striking ``$1,000,000'' and 
        inserting ``$1,500,000''; and
          (2) in paragraph (2), by striking ``$1,000,000 per 
        day or $5,000,000'' and inserting ``$1,500,000 per day 
        or $7,500,000''.
  (b) Amendments to the Home Owners' Loan Act.--The Home 
Owners' Loan Act (12 U.S.C. 1461 et seq.) is amended--
          (1) in section 5(v)(6), by striking ``$1,000,000'' 
        and inserting ``$1,500,000''; and
          (2) in section 10--
                  (A) in subsection (r)(3), by striking 
                ``$1,000,000'' and inserting ``$1,500,000''; 
                and
                  (B) in subsection (i)(1)(B), by striking 
                ``$1,000,000'' and inserting ``$1,500,000''.
  (c) Amendments to the Federal Deposit Insurance Act.--The 
Federal Deposit Insurance Act (12 U.S.C. 1811 et seq.) is 
amended--
          (1) in section 7--
                  (A) in subsection (a)(1), by striking 
                ``$1,000,000'' and inserting ``$1,500,000''; 
                and
                  (B) in subsection (j)(16)(D), by striking 
                ``$1,000,000'' each place such term appears and 
                inserting ``$1,500,000'';
          (2) in section 8--
                  (A) in subsection (i)(2)(D), by striking 
                ``$1,000,000'' each place such term appears and 
                inserting ``$1,500,000''; and
                  (B) in subsection (j), by striking 
                ``$1,000,000'' and inserting ``$1,500,000''; 
                and
          (3) in section 19(b), by striking ``$1,000,000'' and 
        inserting ``$1,500,000''.
  (d) Amendments to the Federal Credit Union Act.--The Federal 
Credit Union Act (12 U.S.C. 1751 et seq.) is amended--
          (1) in section 202(a)(3), by striking ``$1,000,000'' 
        and inserting ``$1,500,000'';
          (2) in section 205(d)(3), by striking ``$1,000,000'' 
        and inserting ``$1,500,000''; and
          (3) in section 206--
                  (A) in subsection (k)(2)(D), by striking 
                ``$1,000,000'' each place such term appears and 
                inserting ``$1,500,000''; and
                  (B) in subsection (l), by striking 
                ``$1,000,000'' and inserting ``$1,500,000''.
  (e) Amendments to the Revised Statutes of the United 
States.--Title LXII of the Revised Statutes of the United 
States is amended--
          (1) in section 5213(c), by striking ``$1,000,000'' 
        and inserting ``$1,500,000''; and
          (2) in section 5239(b)(4), by striking ``$1,000,000'' 
        each place such term appears and inserting 
        ``$1,500,000''.
  (f) Amendments to the Federal Reserve Act.--The Federal 
Reserve Act (12 U.S.C. 221 et seq.) is amended--
          (1) in the 6th undesignated paragraph of section 9, 
        by striking ``$1,000,000'' and inserting 
        ``$1,500,000'';
          (2) in section 19(l)(4), by striking ``$1,000,000'' 
        each place such term appears and inserting 
        ``$1,500,000''; and
          (3) in section 29(d), by striking ``$1,000,000'' each 
        place such term appears and inserting ``$1,500,000''.
  (g) Amendments to the Bank Holding Company Act Amendments of 
1970.--Section 106(b)(2)(F)(iv) of the Bank Holding Company Act 
Amendments of 1970 (12 U.S.C. 1978(b)(2)(F)(iv)) is amended by 
striking ``$1,000,000'' each place such term appears and 
inserting ``$1,500,000''.
  (h) Amendments to the Bank Holding Company Act of 1956.--
Section 8 of the Bank Holding Company Act of 1956 (12 U.S.C. 
1847) is amended--
          (1) in subsection (a)(2), by striking ``$1,000,000'' 
        and inserting ``$1,500,000''; and
          (2) in subsection (d)(3), by striking ``$1,000,000'' 
        and inserting ``$1,500,000''.
  (i) Amendments to Title 18, United States Code.--Title 18, 
United States Code, is amended--
          (1) in section 215(a) of chapter 11, by striking 
        ``$1,000,000'' and inserting ``$1,500,000'';
          (2) in chapter 31--
                  (A) in section 656, by striking 
                ``$1,000,000'' and inserting ``$1,500,000''; 
                and
                  (B) in section 657, by striking 
                ``$1,000,000'' and inserting ``$1,500,000'';
          (3) in chapter 47--
                  (A) in section 1005, by striking 
                ``$1,000,000'' and inserting ``$1,500,000'';
                  (B) in section 1006, by striking 
                ``$1,000,000'' and inserting ``$1,500,000'';
                  (C) in section 1007, by striking 
                ``$1,000,000'' and inserting ``$1,500,000''; 
                and
                  (D) in section 1014, by striking 
                ``$1,000,000'' and inserting ``$1,500,000''; 
                and
          (4) in chapter 63--
                  (A) in section 1341, by striking 
                ``$1,000,000'' and inserting ``$1,500,000'';
                  (B) in section 1343, by striking 
                ``$1,000,000'' and inserting ``$1,500,000''; 
                and
                  (C) in section 1344, by striking 
                ``$1,000,000'' and inserting ``$1,500,000''.

   TITLE III--DEMANDING ACCOUNTABILITY FROM FINANCIAL REGULATORS AND 
                  DEVOLVING POWER AWAY FROM WASHINGTON

                   Subtitle A--Cost-Benefit Analyses

SEC. 311. DEFINITIONS.

  As used in this subtitle--
          (1) the term ``agency'' means the Board of Governors 
        of the Federal Reserve System, the Consumer Law 
        Enforcement Agency, the Commodity Futures Trading 
        Commission, the Federal Deposit Insurance Corporation, 
        the Federal Housing Finance Agency, the Office of the 
        Comptroller of the Currency, the National Credit Union 
        Administration, and the Securities and Exchange 
        Commission;
          (2) the term ``chief economist'' means--
                  (A) with respect to the Board of Governors of 
                the Federal Reserve System, the Director of the 
                Division of Research and Statistics, or an 
                employee of the agency with comparable 
                authority;
                  (B) with respect to the Consumer Law 
                Enforcement Agency, the Head of the Office of 
                Economic Analysis, or an employee of the agency 
                with comparable authority;
                  (C) with respect to the Commodity Futures 
                Trading Commission, the Chief Economist, or an 
                employee of the agency with comparable 
                authority;
                  (D) with respect to the Federal Deposit 
                Insurance Corporation, the Director of the 
                Division of Insurance and Research, or an 
                employee of the agency with comparable 
                authority;
                  (E) with respect to the Federal Housing 
                Finance Agency, the Chief Economist, or an 
                employee of the agency with comparable 
                authority;
                  (F) with respect to the Office of the 
                Comptroller of the Currency, the Director for 
                Policy Analysis, or an employee of the agency 
                with comparable authority;
                  (G) with respect to the National Credit Union 
                Administration, the Chief Economist, or an 
                employee of the agency with comparable 
                authority; and
                  (H) with respect to the Securities and 
                Exchange Commission, the Director of the 
                Division of Economic and Risk Analysis, or an 
                employee of the agency with comparable 
                authority;
          (3) the term ``Council'' means the Chief Economists 
        Council established under section 318; and
          (4) the term ``regulation''--
                  (A) means an agency statement of general 
                applicability and future effect that is 
                designed to implement, interpret, or prescribe 
                law or policy or to describe the procedure or 
                practice requirements of an agency, including 
                rules, orders of general applicability, 
                interpretive releases, and other statements of 
                general applicability that the agency intends 
                to have the force and effect of law; and
                  (B) does not include--
                          (i) a regulation issued in accordance 
                        with the formal rulemaking provisions 
                        of section 556 or 557 of title 5, 
                        United States Code;
                          (ii) a regulation that is limited to 
                        agency organization, management, or 
                        personnel matters;
                          (iii) a regulation promulgated 
                        pursuant to statutory authority that 
                        expressly prohibits compliance with 
                        this provision;
                          (iv) a regulation that is certified 
                        by the agency to be an emergency 
                        action, if such certification is 
                        published in the Federal Register;
                          (v) a regulation that is promulgated 
                        by the Board of Governors of the 
                        Federal Reserve System or the Federal 
                        Open Market Committee under section 
                        10A, 10B, 13, 13A, or 19 of the Federal 
                        Reserve Act, or any of subsections (a) 
                        through (f) of section 14 of that Act;
                          (vi) a regulation filed with the 
                        Securities and Exchange Commission by 
                        the Public Company Accounting Oversight 
                        Board, the Municipal Securities 
                        Rulemaking Board, or any national 
                        securities association registered under 
                        section 15A of the Securities Exchange 
                        Act of 1934 (15 U.S.C. 78o-3(a)) for 
                        which the board or association has 
                        itself conducted the cost-benefit 
                        analysis and otherwise complied with 
                        the requirements of section 312; or
                          (vii) a regulation filed with the 
                        Securities and Exchange Commission by a 
                        national securities association 
                        registered under section 15A(k) of the 
                        Securities Exchange Act of 1934 (15 
                        U.S.C. 78o-3(k)).

SEC. 312. REQUIRED REGULATORY ANALYSIS.

  (a) Requirements for Notices of Proposed Rulemaking.--An 
agency may not issue a notice of proposed rulemaking unless the 
agency includes in the notice of proposed rulemaking an 
analysis that contains, at a minimum, with respect to each 
regulation that is being proposed--
          (1) an identification of the need for the regulation 
        and the regulatory objective, including identification 
        of the nature and significance of the market failure, 
        regulatory failure, or other problem that necessitates 
        the regulation;
          (2) an explanation of why the private market or 
        State, local, or tribal authorities cannot adequately 
        address the identified market failure or other problem;
          (3) an analysis of the adverse impacts to regulated 
        entities, other market participants, economic activity, 
        or agency effectiveness that are engendered by the 
        regulation and the magnitude of such adverse impacts;
          (4) a quantitative and qualitative assessment of all 
        anticipated direct and indirect costs and benefits of 
        the regulation (as compared to a benchmark that assumes 
        the absence of the regulation), including--
                  (A) compliance costs;
                  (B) effects on economic activity, net job 
                creation (excluding jobs related to ensuring 
                compliance with the regulation), efficiency, 
                competition, and capital formation;
                  (C) regulatory administrative costs; and
                  (D) costs imposed by the regulation on State, 
                local, or tribal governments or other 
                regulatory authorities;
          (5) if quantified benefits do not outweigh 
        quantitative costs, a justification for the regulation;
          (6) an identification and assessment of all available 
        alternatives to the regulation, including modification 
        of an existing regulation or statute, together with--
                  (A) an explanation of why the regulation 
                meets the objectives of the regulation more 
                effectively than the alternatives, and if the 
                agency is proposing multiple alternatives, an 
                explanation of why a notice of proposed 
                rulemaking, rather than an advanced notice of 
                proposed rulemaking, is appropriate; and
                  (B) if the regulation is not a pilot program, 
                an explanation of why a pilot program is not 
                appropriate;
          (7) if the regulation specifies the behavior or 
        manner of compliance, an explanation of why the agency 
        did not instead specify performance objectives;
          (8) an assessment of how the burden imposed by the 
        regulation will be distributed among market 
        participants, including whether consumers, investors, 
        small businesses, or independent financial firms and 
        advisors will be disproportionately burdened;
          (9) an assessment of the extent to which the 
        regulation is inconsistent, incompatible, or 
        duplicative with the existing regulations of the agency 
        or those of other domestic and international regulatory 
        authorities with overlapping jurisdiction;
          (10) a description of any studies, surveys, or other 
        data relied upon in preparing the analysis;
          (11) an assessment of the degree to which the key 
        assumptions underlying the analysis are subject to 
        uncertainty; and
          (12) an explanation of predicted changes in market 
        structure and infrastructure and in behavior by market 
        participants, including consumers and investors, 
        assuming that they will pursue their economic 
        interests.
  (b) Requirements for Notices of Final Rulemaking.--
          (1) In general.--Notwithstanding any other provision 
        of law, an agency may not issue a notice of final 
        rulemaking with respect to a regulation unless the 
        agency--
                  (A) has issued a notice of proposed 
                rulemaking for the relevant regulation;
                  (B) has conducted and includes in the notice 
                of final rulemaking an analysis that contains, 
                at a minimum, the elements required under 
                subsection (a); and
                  (C) includes in the notice of final 
                rulemaking regulatory impact metrics selected 
                by the chief economist to be used in preparing 
                the report required pursuant to section 315.
          (2) Consideration of comments.--The agency shall 
        incorporate in the elements described in paragraph 
        (1)(B) the data and analyses provided to the agency by 
        commenters during the comment period, or explain why 
        the data or analyses are not being incorporated.
          (3) Comment period.--An agency shall not publish a 
        notice of final rulemaking with respect to a 
        regulation, unless the agency--
                  (A) has allowed at least 90 days from the 
                date of publication in the Federal Register of 
                the notice of proposed rulemaking for the 
                submission of public comments; or
                  (B) includes in the notice of final 
                rulemaking an explanation of why the agency was 
                not able to provide a 90-day comment period.
          (4) Prohibited rules.--
                  (A) In general.--An agency may not publish a 
                notice of final rulemaking if the agency, in 
                its analysis under paragraph (1)(B), determines 
                that the quantified costs are greater than the 
                quantified benefits under subsection (a)(5).
                  (B) Publication of analysis.--If the agency 
                is precluded by subparagraph (A) from 
                publishing a notice of final rulemaking, the 
                agency shall publish in the Federal Register 
                and on the public website of the agency its 
                analysis under paragraph (1)(B), and provide 
                the analysis to each House of Congress.
                  (C) Congressional waiver.--If the agency is 
                precluded by subparagraph (A) from publishing a 
                notice of final rulemaking, Congress, by joint 
                resolution pursuant to the procedures set forth 
                for joint resolutions in section 802 of title 
                5, United States Code, may direct the agency to 
                publish a notice of final rulemaking 
                notwithstanding the prohibition contained in 
                subparagraph (A). In applying section 802 of 
                title 5, United States Code, for purposes of 
                this paragraph, section 802(e)(2) shall not 
                apply and the terms--
                          (i) ``joint resolution'' or ``joint 
                        resolution described in subsection 
                        (a)'' means only a joint resolution 
                        introduced during the period beginning 
                        on the submission or publication date 
                        and ending 60 days thereafter 
                        (excluding days either House of 
                        Congress is adjourned for more than 3 
                        days during a session of Congress), the 
                        matter after the resolving clause of 
                        which is as follows: ``That Congress 
                        directs, notwithstanding the 
                        prohibition contained in section 
                        312(b)(4)(A) of the Financial CHOICE 
                        Act of 2017, the __ to publish the 
                        notice of final rulemaking for the 
                        regulation or regulations that were the 
                        subject of the analysis submitted by 
                        the __ to Congress on __.'' (The blank 
                        spaces being appropriately filled in.); 
                        and
                          (ii) ``submission or publication 
                        date'' means--
                                  (I) the date on which the 
                                analysis under paragraph (1)(B) 
                                is submitted to Congress under 
                                paragraph (4)(B); or
                                  (II) if the analysis is 
                                submitted to Congress less than 
                                60 session days or 60 
                                legislative days before the 
                                date on which the Congress 
                                adjourns a session of Congress, 
                                the date on which the same or 
                                succeeding Congress first 
                                convenes its next session.

SEC. 313. RULE OF CONSTRUCTION.

  Provided that an agency has first issued an advanced notice 
of proposed rulemaking in connection with a regulation, the 
agency is not required to comply with section 3506(c)(2) of 
title 44, United States Code, with respect to any information 
collection request--
          (1) that identifies the advanced notice of proposed 
        rulemaking in such request;
          (2) that informs the person from whom the information 
        is obtained or solicited that the provision of such 
        information is voluntary;
          (3) that is necessary to comply with section 312; and
          (4) with respect to which the information collected 
        will not be used for purposes other than compliance 
        with this title.

SEC. 314. PUBLIC AVAILABILITY OF DATA AND REGULATORY ANALYSIS.

  (a) In General.--At or before the commencement of the public 
comment period with respect to a regulation, the agency shall 
make available on its public website sufficient information 
about the data, methodologies, and assumptions underlying the 
analyses performed pursuant to section 312 so that the 
analytical results of the agency are capable of being 
substantially reproduced, subject to an acceptable degree of 
imprecision or error.
  (b) Confidentiality.--The agency shall comply with subsection 
(a) in a manner that preserves the nonpublic nature of 
confidential information, including confidential trade secrets, 
confidential commercial or financial information, and 
confidential information about positions, transactions, or 
business practices.

SEC. 315. FIVE-YEAR REGULATORY IMPACT ANALYSIS.

  (a) In General.--Not later than 5 years after the date of 
publication in the Federal Register of a notice of final 
rulemaking, the chief economist of the agency shall issue a 
report that examines the economic impact of the subject 
regulation, including the direct and indirect costs and 
benefits of the regulation.
  (b) Regulatory Impact Metrics.--In preparing the report 
required by subsection (a), the chief economist shall employ 
the regulatory impact metrics included in the notice of final 
rulemaking pursuant to section 312(b)(1)(C).
  (c) Reproducibility.--The report shall include the data, 
methodologies, and assumptions underlying the evaluation so 
that the agency's analytical results are capable of being 
substantially reproduced, subject to an acceptable degree of 
imprecision or error.
  (d) Confidentiality.--The agency shall comply with subsection 
(c) in a manner that preserves the nonpublic nature of 
confidential information, including confidential trade secrets, 
confidential commercial or financial information, and 
confidential information about positions, transactions, or 
business practices.
  (e) Report.--The agency shall submit the report required by 
subsection (a) to the Committee on Banking, Housing, and Urban 
Affairs of the Senate and the Committee on Financial Services 
of the House of Representatives and post it on the public 
website of the agency. Notwithstanding the previous sentence, 
the Commodity Futures Trading Commission shall only submit its 
report to the Committee on Agriculture, Nutrition, and Forestry 
of the Senate and the Committee on Agriculture of the House of 
Representatives.

SEC. 316. RETROSPECTIVE REVIEW OF EXISTING RULES.

  (a) Regulatory Improvement Plan.--Not later than 1 year after 
the date of enactment of this Act and every 5 years thereafter, 
each agency shall develop, submit to the Committee on Banking, 
Housing, and Urban Affairs of the Senate and the Committee on 
Financial Services of the House of Representatives, and post on 
the public website of the agency a plan, consistent with law 
and its resources and regulatory priorities, under which the 
agency will modify, streamline, expand, or repeal existing 
regulations so as to make the regulatory program of the agency 
more effective or less burdensome in achieving the regulatory 
objectives. Notwithstanding the previous sentence, the 
Commodity Futures Trading Commission shall only submit its plan 
to the Committee on Agriculture, Nutrition, and Forestry of the 
Senate and the Committee on Agriculture of the House of 
Representatives.
  (b) Implementation Progress Report.--Two years after the date 
of submission of each plan required under subsection (a), each 
agency shall develop, submit to the Committee on Banking, 
Housing, and Urban Affairs of the Senate and the Committee on 
Financial Services of the House of Representatives, and post on 
the public website of the agency a report of the steps that it 
has taken to implement the plan, steps that remain to be taken 
to implement the plan, and, if any parts of the plan will not 
be implemented, reasons for not implementing those parts of the 
plan. Notwithstanding the previous sentence, the Commodity 
Futures Trading Commission shall only submit its plan to the 
Committee on Agriculture, Nutrition, and Forestry of the Senate 
and the Committee on Agriculture of the House of 
Representatives.

SEC. 317. JUDICIAL REVIEW.

  (a) In General.--Notwithstanding any other provision of law, 
during the period beginning on the date on which a notice of 
final rulemaking for a regulation is published in the Federal 
Register and ending 1 year later, a person that is adversely 
affected or aggrieved by the regulation is entitled to bring an 
action in the United States Court of Appeals for the District 
of Columbia Circuit for judicial review of agency compliance 
with the requirements of section 312.
  (b) Stay.--The court may stay the effective date of the 
regulation or any provision thereof.
  (c) Relief.--If the court finds that an agency has not 
complied with the requirements of section 312, the court shall 
vacate the subject regulation, unless the agency shows by clear 
and convincing evidence that vacating the regulation would 
result in irreparable harm. Nothing in this section affects 
other limitations on judicial review or the power or duty of 
the court to dismiss any action or deny relief on any other 
appropriate legal or equitable ground.

SEC. 318. CHIEF ECONOMISTS COUNCIL.

  (a) Establishment.--There is established the Chief Economists 
Council.
  (b) Membership.--The Council shall consist of the chief 
economist of each agency. The members of the Council shall 
select the first chairperson of the Council. Thereafter the 
position of Chairperson shall rotate annually among the members 
of the Council.
  (c) Meetings.--The Council shall meet at the call of the 
Chairperson, but not less frequently than quarterly.
  (d) Report.--One year after the effective date of this Act 
and annually thereafter, the Council shall prepare and submit 
to the Committee on Banking, Housing, and Urban Affairs and the 
Committee on Agriculture, Nutrition, and Forestry of the Senate 
and the Committee on Financial Services and the Committee on 
Agriculture of the House of Representatives, and make publicly 
available on the Council's website, a report on--
          (1) the benefits and costs of regulations adopted by 
        the agencies during the past 12 months;
          (2) the regulatory actions planned by the agencies 
        for the upcoming 12 months;
          (3) the cumulative effect of the existing regulations 
        of the agencies on economic activity, innovation, 
        international competitiveness of entities regulated by 
        the agencies, and net job creation (excluding jobs 
        related to ensuring compliance with the regulation);
          (4) the training and qualifications of the persons 
        who prepared the cost-benefit analyses of each agency 
        during the past 12 months;
          (5) the sufficiency of the resources available to the 
        chief economists during the past 12 months for the 
        conduct of the activities required by this subtitle; 
        and
          (6) recommendations for legislative or regulatory 
        action to enhance the efficiency and effectiveness of 
        financial regulation in the United States.

SEC. 319. CONFORMING AMENDMENTS.

  Section 15(a) of the Commodity Exchange Act (7 U.S.C. 19(a)) 
is amended--
          (1) by striking paragraph (1);
          (2) in paragraph (2), by striking ``(2)'' and all 
        that follows through ``light of--'' and inserting the 
        following:
          ``(1) Considerations.--Before promulgating a 
        regulation under this chapter or issuing an order 
        (except as provided in paragraph (2)), the Commission 
        shall take into consideration--'';
          (3) in paragraph (1), as so redesignated--
                  (A) in subparagraph (B), by striking 
                ``futures'' and inserting ``the relevant'';
                  (B) in subparagraph (C), by adding ``and'' at 
                the end;
                  (C) in subparagraph (D), by striking ``; 
                and'' and inserting a period; and
                  (D) by striking subparagraph (E); and
          (4) by redesignating paragraph (3) as paragraph (2).

SEC. 320. OTHER REGULATORY ENTITIES.

  Not later than 1 year after the date of enactment of this 
Act, the Securities and Exchange Commission shall provide to 
the Committee on Banking, Housing, and Urban Affairs of the 
Senate and the Committee on Financial Services of the House of 
Representatives, and make publicly available on the 
Commission's website a report setting forth a plan for 
subjecting the Public Company Accounting Oversight Board, the 
Municipal Securities Rulemaking Board, and any national 
securities association registered under section 15A of the 
Securities Exchange Act of 1934 (15 U.S.C. 78o-4(a)), other 
than subsection (k) of such section 15A, to the requirements of 
this subtitle, other than direct representation on the Council.

SEC. 321. AVOIDANCE OF DUPLICATIVE OR UNNECESSARY ANALYSES.

  An agency may perform the analyses required by this subtitle 
in conjunction with, or as a part of, any other agenda or 
analysis required by any other provision of law, if such other 
analysis satisfies the provisions of this subtitle.

Subtitle B--Congressional Review of Federal Financial Agency Rulemaking

SEC. 331. CONGRESSIONAL REVIEW.

  (a)(1)(A) Before a rule may take effect, an agency shall 
publish in the Federal Register a list of information on which 
the rule is based, including data, scientific and economic 
studies, and cost-benefit analyses, and identify how the public 
can access such information online, and shall submit to each 
House of the Congress and to the Comptroller General a report 
containing--
          (i) a copy of the rule;
          (ii) a concise general statement relating to the 
        rule;
          (iii) a classification of the rule as a major or 
        nonmajor rule, including an explanation of the 
        classification specifically addressing each criteria 
        for a major rule contained within subparagraphs (A) 
        through (C) of section 334(2);
          (iv) a list of any other related regulatory actions 
        intended to implement the same statutory provision or 
        regulatory objective as well as the individual and 
        aggregate economic effects of those actions; and
          (v) the proposed effective date of the rule.
  (B) On the date of the submission of the report under 
subparagraph (A), the agency shall submit to the Comptroller 
General and make available to each House of Congress--
          (i) a complete copy of the cost-benefit analysis of 
        the rule, if any, including an analysis of any jobs 
        added or lost, differentiating between public and 
        private sector jobs;
          (ii) the agency's actions pursuant to sections 603, 
        604, 605, 607, and 609 of title 5, United States Code;
          (iii) the agency's actions pursuant to sections 202, 
        203, 204, and 205 of the Unfunded Mandates Reform Act 
        of 1995 and subtitle G; and
          (iv) any other relevant information or requirements 
        under any other Act and any relevant Executive orders.
  (C) Upon receipt of a report submitted under subparagraph 
(A), each House shall provide copies of the report to the 
chairman and ranking member of each standing committee with 
jurisdiction under the rules of the House of Representatives or 
the Senate to report a bill to amend the provision of law under 
which the rule is issued.
  (2)(A) The Comptroller General shall provide a report on each 
major rule to the committees of jurisdiction by the end of 15 
calendar days after the submission or publication date. The 
report of the Comptroller General shall include an assessment 
of the agency's compliance with procedural steps required by 
paragraph (1)(B) and an assessment of whether the major rule 
imposes any new limits or mandates on private-sector activity.
  (B) Agencies shall cooperate with the Comptroller General by 
providing information relevant to the Comptroller General's 
report under subparagraph (A).
  (3) A major rule relating to a report submitted under 
paragraph (1) shall take effect upon enactment of a joint 
resolution of approval described in section 332 or as provided 
for in the rule following enactment of a joint resolution of 
approval described in section 332, whichever is later.
  (4) A nonmajor rule shall take effect as provided by section 
333 after submission to Congress under paragraph (1).
  (5) If a joint resolution of approval relating to a major 
rule is not enacted within the period provided in subsection 
(b)(2), then a joint resolution of approval relating to the 
same rule may not be considered under this subtitle in the same 
Congress by either the House of Representatives or the Senate.
  (b)(1) A major rule shall not take effect unless the Congress 
enacts a joint resolution of approval described under section 
332.
  (2) If a joint resolution described in subsection (a) is not 
enacted into law by the end of 70 session days or legislative 
days, as applicable, beginning on the date on which the report 
referred to in subsection (a)(1)(A) is received by Congress 
(excluding days either House of Congress is adjourned for more 
than 3 days during a session of Congress), then the rule 
described in that resolution shall be deemed not to be approved 
and such rule shall not take effect.
  (c)(1) Notwithstanding any other provision of this section 
(except subject to paragraph (3)), a major rule may take effect 
for one 90-calendar-day period if the President makes a 
determination under paragraph (2) and submits written notice of 
such determination to the Congress.
  (2) Paragraph (1) applies to a determination made by the 
President by Executive order that the major rule should take 
effect because such rule is--
          (A) necessary because of an imminent threat to health 
        or safety or other emergency;
          (B) necessary for the enforcement of criminal laws;
          (C) necessary for national security; or
          (D) issued pursuant to any statute implementing an 
        international trade agreement.
  (3) An exercise by the President of the authority under this 
subsection shall have no effect on the procedures under section 
332.
  (d)(1) In addition to the opportunity for review otherwise 
provided under this subtitle, in the case of any rule for which 
a report was submitted in accordance with subsection (a)(1)(A) 
during the period beginning on the date occurring--
          (A) in the case of the Senate, 60 session days; or
          (B) in the case of the House of Representatives, 60 
        legislative days,
before the date the Congress is scheduled to adjourn a session 
of Congress through the date on which the same or succeeding 
Congress first convenes its next session, sections 332 and 333 
shall apply to such rule in the succeeding session of Congress.
  (2)(A) In applying sections 332 and 333 for purposes of such 
additional review, a rule described under paragraph (1) shall 
be treated as though--
          (i) such rule were published in the Federal Register 
        on--
                  (I) in the case of the Senate, the 15th 
                session day; or
                  (II) in the case of the House of 
                Representatives, the 15th legislative day,
        after the succeeding session of Congress first 
        convenes; and
          (ii) a report on such rule were submitted to Congress 
        under subsection (a)(1) on such date.
  (B) Nothing in this paragraph shall be construed to affect 
the requirement under subsection (a)(1) that a report shall be 
submitted to Congress before a rule can take effect.
  (3) A rule described under paragraph (1) shall take effect as 
otherwise provided by law (including other subsections of this 
section).

SEC. 332. CONGRESSIONAL APPROVAL PROCEDURE FOR MAJOR RULES.

  (a)(1) For purposes of this section, the term ``joint 
resolution'' means only a joint resolution addressing a report 
classifying a rule as major pursuant to section 
331(a)(1)(A)(iii) that--
          (A) bears no preamble;
          (B) bears the following title (with blanks filled as 
        appropriate): ``Approving the rule submitted by ___ 
        relating to ___.'';
          (C) includes after its resolving clause only the 
        following (with blanks filled as appropriate): ``That 
        Congress approves the rule submitted by ___ relating to 
        ___.''; and
          (D) is introduced pursuant to paragraph (2).
  (2) After a House of Congress receives a report classifying a 
rule as major pursuant to section 331(a)(1)(A)(iii), the 
majority leader of that House (or his or her respective 
designee) shall introduce (by request, if appropriate) a joint 
resolution described in paragraph (1)--
          (A) in the case of the House of Representatives, 
        within 3 legislative days; and
          (B) in the case of the Senate, within 3 session days.
  (3) A joint resolution described in paragraph (1) shall not 
be subject to amendment at any stage of proceeding.
  (b) A joint resolution described in subsection (a) shall be 
referred in each House of Congress to the committees having 
jurisdiction over the provision of law under which the rule is 
issued.
  (c) In the Senate, if the committee or committees to which a 
joint resolution described in subsection (a) has been referred 
have not reported it at the end of 15 session days after its 
introduction, such committee or committees shall be 
automatically discharged from further consideration of the 
resolution and it shall be placed on the calendar. A vote on 
final passage of the resolution shall be taken on or before the 
close of the 15th session day after the resolution is reported 
by the committee or committees to which it was referred, or 
after such committee or committees have been discharged from 
further consideration of the resolution.
  (d)(1) In the Senate, when the committee or committees to 
which a joint resolution is referred have reported, or when a 
committee or committees are discharged (under subsection (c)) 
from further consideration of a joint resolution described in 
subsection (a), it is at any time thereafter in order (even 
though a previous motion to the same effect has been disagreed 
to) for a motion to proceed to the consideration of the joint 
resolution, and all points of order against the joint 
resolution (and against consideration of the joint resolution) 
are waived. The motion is not subject to amendment, or to a 
motion to postpone, or to a motion to proceed to the 
consideration of other business. A motion to reconsider the 
vote by which the motion is agreed to or disagreed to shall not 
be in order. If a motion to proceed to the consideration of the 
joint resolution is agreed to, the joint resolution shall 
remain the unfinished business of the Senate until disposed of.
  (2) In the Senate, debate on the joint resolution, and on all 
debatable motions and appeals in connection therewith, shall be 
limited to not more than 2 hours, which shall be divided 
equally between those favoring and those opposing the joint 
resolution. A motion to further limit debate is in order and 
not debatable. An amendment to, or a motion to postpone, or a 
motion to proceed to the consideration of other business, or a 
motion to recommit the joint resolution is not in order.
  (3) In the Senate, immediately following the conclusion of 
the debate on a joint resolution described in subsection (a), 
and a single quorum call at the conclusion of the debate if 
requested in accordance with the rules of the Senate, the vote 
on final passage of the joint resolution shall occur.
  (4) Appeals from the decisions of the Chair relating to the 
application of the rules of the Senate to the procedure 
relating to a joint resolution described in subsection (a) 
shall be decided without debate.
  (e) In the House of Representatives, if any committee to 
which a joint resolution described in subsection (a) has been 
referred has not reported it to the House at the end of 15 
legislative days after its introduction, such committee shall 
be discharged from further consideration of the joint 
resolution, and it shall be placed on the appropriate calendar. 
On the second and fourth Thursdays of each month it shall be in 
order at any time for the Speaker to recognize a Member who 
favors passage of a joint resolution that has appeared on the 
calendar for at least 5 legislative days to call up that joint 
resolution for immediate consideration in the House without 
intervention of any point of order. When so called up a joint 
resolution shall be considered as read and shall be debatable 
for 1 hour equally divided and controlled by the proponent and 
an opponent, and the previous question shall be considered as 
ordered to its passage without intervening motion. It shall not 
be in order to reconsider the vote on passage. If a vote on 
final passage of the joint resolution has not been taken by the 
third Thursday on which the Speaker may recognize a Member 
under this subsection, such vote shall be taken on that day.
  (f)(1) If, before passing a joint resolution described in 
subsection (a), one House receives from the other a joint 
resolution having the same text, then--
          (A) the joint resolution of the other House shall not 
        be referred to a committee; and
          (B) the procedure in the receiving House shall be the 
        same as if no joint resolution had been received from 
        the other House until the vote on passage, when the 
        joint resolution received from the other House shall 
        supplant the joint resolution of the receiving House.
  (2) This subsection shall not apply to the House of 
Representatives if the joint resolution received from the 
Senate is a revenue measure.
  (g) If either House has not taken a vote on final passage of 
the joint resolution by the last day of the period described in 
section 331(b)(2), then such vote shall be taken on that day.
  (h) This section and section 333 are enacted by Congress--
          (1) as an exercise of the rulemaking power of the 
        Senate and House of Representatives, respectively, and 
        as such is deemed to be part of the rules of each 
        House, respectively, but applicable only with respect 
        to the procedure to be followed in that House in the 
        case of a joint resolution described in subsection (a) 
        and superseding other rules only where explicitly so; 
        and
          (2) with full recognition of the Constitutional right 
        of either House to change the rules (so far as they 
        relate to the procedure of that House) at any time, in 
        the same manner and to the same extent as in the case 
        of any other rule of that House.

SEC. 333. CONGRESSIONAL DISAPPROVAL PROCEDURE FOR NONMAJOR RULES.

  (a) For purposes of this section, the term ``joint 
resolution'' means only a joint resolution introduced in the 
period beginning on the date on which the report referred to in 
section 331(a)(1)(A) is received by Congress and ending 60 days 
thereafter (excluding days either House of Congress is 
adjourned for more than 3 days during a session of Congress), 
the matter after the resolving clause of which is as follows: 
``That Congress disapproves the nonmajor rule submitted by the 
___ relating to ___, and such rule shall have no force or 
effect.'' (The blank spaces being appropriately filled in).
  (b) A joint resolution described in subsection (a) shall be 
referred to the committees in each House of Congress with 
jurisdiction.
  (c) In the Senate, if the committee to which is referred a 
joint resolution described in subsection (a) has not reported 
such joint resolution (or an identical joint resolution) at the 
end of 15 session days after the date of introduction of the 
joint resolution, such committee may be discharged from further 
consideration of such joint resolution upon a petition 
supported in writing by 30 Members of the Senate, and such 
joint resolution shall be placed on the calendar.
  (d)(1) In the Senate, when the committee to which a joint 
resolution is referred has reported, or when a committee is 
discharged (under subsection (c)) from further consideration of 
a joint resolution described in subsection (a), it is at any 
time thereafter in order (even though a previous motion to the 
same effect has been disagreed to) for a motion to proceed to 
the consideration of the joint resolution, and all points of 
order against the joint resolution (and against consideration 
of the joint resolution) are waived. The motion is not subject 
to amendment, or to a motion to postpone, or to a motion to 
proceed to the consideration of other business. A motion to 
reconsider the vote by which the motion is agreed to or 
disagreed to shall not be in order. If a motion to proceed to 
the consideration of the joint resolution is agreed to, the 
joint resolution shall remain the unfinished business of the 
Senate until disposed of.
  (2) In the Senate, debate on the joint resolution, and on all 
debatable motions and appeals in connection therewith, shall be 
limited to not more than 10 hours, which shall be divided 
equally between those favoring and those opposing the joint 
resolution. A motion to further limit debate is in order and 
not debatable. An amendment to, or a motion to postpone, or a 
motion to proceed to the consideration of other business, or a 
motion to recommit the joint resolution is not in order.
  (3) In the Senate, immediately following the conclusion of 
the debate on a joint resolution described in subsection (a), 
and a single quorum call at the conclusion of the debate if 
requested in accordance with the rules of the Senate, the vote 
on final passage of the joint resolution shall occur.
  (4) Appeals from the decisions of the Chair relating to the 
application of the rules of the Senate to the procedure 
relating to a joint resolution described in subsection (a) 
shall be decided without debate.
  (e) In the Senate, the procedure specified in subsection (c) 
or (d) shall not apply to the consideration of a joint 
resolution respecting a nonmajor rule--
          (1) after the expiration of the 60 session days 
        beginning with the applicable submission or publication 
        date; or
          (2) if the report under section 331(a)(1)(A) was 
        submitted during the period referred to in section 
        331(d)(1), after the expiration of the 60 session days 
        beginning on the 15th session day after the succeeding 
        session of Congress first convenes.
  (f) If, before the passage by one House of a joint resolution 
of that House described in subsection (a), that House receives 
from the other House a joint resolution described in subsection 
(a), then the following procedures shall apply:
          (1) The joint resolution of the other House shall not 
        be referred to a committee.
          (2) With respect to a joint resolution described in 
        subsection (a) of the House receiving the joint 
        resolution--
                  (A) the procedure in that House shall be the 
                same as if no joint resolution had been 
                received from the other House; but
                  (B) the vote on final passage shall be on the 
                joint resolution of the other House.

SEC. 334. DEFINITIONS.

  For purposes of this subtitle:
          (1) The term ``agency'' has the meaning given such 
        term under section 311.
          (2) The term ``major rule'' means any rule, including 
        an interim final rule, that the Administrator of the 
        Office of Information and Regulatory Affairs of the 
        Office of Management and Budget finds has resulted in 
        or is likely to result in--
                  (A) an annual cost on the economy of 
                $100,000,000 or more, adjusted annually for 
                inflation;
                  (B) a major increase in costs or prices for 
                consumers, individual industries, Federal, 
                State, or local government agencies, or 
                geographic regions; or
                  (C) significant adverse effects on 
                competition, employment, investment, 
                productivity, innovation, or on the ability of 
                United States-based enterprises to compete with 
                foreign-based enterprises in domestic and 
                export markets.
          (3) The term ``nonmajor rule'' means any rule that is 
        not a major rule.
          (4) The term ``rule'' has the meaning given such term 
        in section 551 of title 5, United States Code, except 
        that such term does not include--
                  (A) any rule of particular applicability, 
                including a rule that approves or prescribes 
                for the future rates, wages, prices, services, 
                or allowances therefore, corporate or financial 
                structures, reorganizations, mergers, or 
                acquisitions thereof, or accounting practices 
                or disclosures bearing on any of the foregoing;
                  (B) any rule relating to agency management or 
                personnel; or
                  (C) any rule of agency organization, 
                procedure, or practice that does not 
                substantially affect the rights or obligations 
                of non-agency parties.
          (5) The term ``submission date or publication date'', 
        except as otherwise provided in this subtitle, means--
                  (A) in the case of a major rule, the date on 
                which the Congress receives the report 
                submitted under section 331(a)(1)(A); and
                  (B) in the case of a nonmajor rule, the later 
                of--
                          (i) the date on which the Congress 
                        receives the report submitted under 
                        section 331(a)(1)(A); and
                          (ii) the date on which the nonmajor 
                        rule is published in the Federal 
                        Register, if so published.

SEC. 335. JUDICIAL REVIEW.

  (a) No determination, finding, action, or omission under this 
subtitle shall be subject to judicial review.
  (b) Notwithstanding subsection (a), a court may determine 
whether a Federal financial agency has completed the necessary 
requirements under this subtitle for a rule to take effect.
  (c) The enactment of a joint resolution of approval under 
section 332 shall not be interpreted to serve as a grant or 
modification of statutory authority by Congress for the 
promulgation of a rule, shall not extinguish or affect any 
claim, whether substantive or procedural, against any alleged 
defect in a rule, and shall not form part of the record before 
the court in any judicial proceeding concerning a rule except 
for purposes of determining whether or not the rule is in 
effect.

SEC. 336. EFFECTIVE DATE OF CERTAIN RULES.

  Notwithstanding section 331--
          (1) any rule that establishes, modifies, opens, 
        closes, or conducts a regulatory program for a 
        commercial, recreational, or subsistence activity 
        related to hunting, fishing, or camping, or
          (2) any rule other than a major rule which the 
        Federal financial agency for good cause finds (and 
        incorporates the finding and a brief statement of 
        reasons therefore in the rule issued) that notice and 
        public procedure thereon are impracticable, 
        unnecessary, or contrary to the public interest,
shall take effect at such time as the Federal financial agency 
promulgating the rule determines.

SEC. 337. BUDGETARY EFFECTS OF RULES SUBJECT TO SECTION 332 OF THE 
                    FINANCIAL CHOICE ACT OF 2017.

  Section 257(b)(2) of the Balanced Budget and Emergency 
Deficit Control Act of 1985 is amended by adding at the end the 
following new subparagraph:
          ``(E) Budgetary effects of rules subject to section 
        332 of the financial choice act of 2017.--Any rules 
        subject to the congressional approval procedure set 
        forth in section 332 of the Financial CHOICE Act of 
        2017 affecting budget authority, outlays, or receipts 
        shall be assumed to be effective unless it is not 
        approved in accordance with such section.''.

SEC. 338. NONAPPLICABILITY TO MONETARY POLICY.

  Nothing in this subtitle shall apply to rules that concern 
monetary policy proposed or implemented by the Board of 
Governors of the Federal Reserve System or the Federal Open 
Market Committee.

             Subtitle C--Judicial Review of Agency Actions

SEC. 341. SCOPE OF JUDICIAL REVIEW OF AGENCY ACTIONS.

  (a) In General.--Notwithstanding any other provision of law, 
in any judicial review of an agency action pursuant to chapter 
7 of title 5, United States Code, to the extent necessary to 
decision and when presented, the reviewing court shall 
determine the meaning or applicability of the terms of an 
agency action and decide de novo all relevant questions of law, 
including the interpretation of constitutional and statutory 
provisions, and rules made by an agency. If the reviewing court 
determines that a statutory or regulatory provision relevant to 
its decision contains a gap or ambiguity, the court shall not 
interpret that gap or ambiguity as an implicit delegation to 
the agency of legislative rule making authority and shall not 
rely on such gap or ambiguity as a justification either for 
interpreting agency authority expansively or for deferring to 
the agency's interpretation on the question of law. 
Notwithstanding any other provision of law, this section shall 
apply in any action for judicial review of agency action 
authorized under any provision of law. No law may exempt any 
such civil action from the application of this section except 
by specific reference to this section.
  (b) Agency Defined.--For purposes of this section, the term 
``agency'' has the meaning given such term under section 311.
  (c) Effective Date.--Subsection (a) shall take effect after 
the end of the 2-year period beginning on the date of the 
enactment of this Act.

             Subtitle D--Leadership of Financial Regulators

SEC. 351. FEDERAL DEPOSIT INSURANCE CORPORATION.

  Section 2 of the Federal Deposit Insurance Act (12 U.S.C. 
1812) is amended--
          (1) in subsection (a)(1), by striking ``5 members'' 
        and all that follows through ``3 of whom'' and 
        inserting the following: ``5 members, who'';
          (2) by amending subsection (d) to read as follows:
  ``(d) Vacancy.--Any vacancy on the Board of Directors shall 
be filled in the manner in which the original appointment was 
made.''; and
          (3) in subsection (f)--
                  (A) by striking paragraph (2); and
                  (B) by redesignating paragraph (3) as 
                paragraph (2).

SEC. 352. FEDERAL HOUSING FINANCE AGENCY.

  Section 1312(b)(2) of the Federal Housing Enterprises 
Financial Safety and Soundness Act of 1992 (12 U.S.C. 4512) is 
amended by striking ``for cause''.

         Subtitle E--Congressional Oversight of Appropriations

SEC. 361. BRINGING THE FEDERAL DEPOSIT INSURANCE CORPORATION INTO THE 
                    APPROPRIATIONS PROCESS.

  (a) In General.--Section 10(a) of the Federal Deposit 
Insurance Act (12 U.S.C. 1820(a)) is amended--
          (1) by striking ``(a) The'' and inserting the 
        following:
  ``(a) Powers.--
          ``(1) In general.--The'';
          (2) by inserting ``, subject to paragraph (2),'' 
        after ``The Board of Directors of the Corporation''; 
        and
          (3) by adding at the end the following new paragraph:
          ``(2) Appropriations requirement.--
                  ``(A) Operating fund.--There is established 
                an Operating Fund, to which Congress shall 
                provide annual appropriations to the 
                Corporation, which shall be separate from the 
                Deposit Insurance Fund.
                  ``(B) Recovery of costs of annual 
                appropriation.--The Corporation shall collect 
                assessments and other fees, as provided under 
                this Act, that are designed to recover the 
                costs to the Government of the annual 
                appropriation to the Corporation by Congress. 
                Subject to subparagraph (E), the Corporation 
                may only incur obligations, or allow and pay 
                expenses, from the Operating Fund pursuant to 
                an appropriations Act.
                  ``(C) Deposits.--Assessments and other fees 
                described under subparagraph (B) for any fiscal 
                year--
                          ``(i) shall be deposited in the 
                        Operating Fund; and
                          ``(ii) except as provided in 
                        subparagraph (E), shall not be 
                        collected for any fiscal year except to 
                        the extent provided in advance in 
                        appropriation Acts.
                  ``(D) Credits.--Amounts deposited in the 
                Operating Fund during a fiscal year shall be 
                credited as offsetting the amount appropriated 
                to the Operating Fund for such fiscal year.
                  ``(E) Exception for certain programs.--This 
                paragraph shall not apply to the Corporation's 
                Insurance Business Line Programs and 
                Receivership Management Business Line Programs, 
                as in existence on the date of enactment of 
                this paragraph.''.
  (b) Conforming Amendment.--Subsection (d) of section 7 of the 
Federal Deposit Insurance Act (12 U.S.C. 1817) is amended to 
read as follows:
  ``(d) Deposit Insurance Fund Exempt From Apportionment.--
Notwithstanding any other provision of law, amounts received 
pursuant to any assessments or other fees that are deposited 
into the Deposit Insurance Fund shall not be subject to 
apportionment for the purposes of chapter 15 of title 31, 
United States Code, or under any other authority.''.
  (c) Effective Date.--The amendments made by this section 
shall apply with respect to expenses paid and fees collected on 
or after October 1, 2017.

SEC. 362. BRINGING THE FEDERAL HOUSING FINANCE AGENCY INTO THE 
                    APPROPRIATIONS PROCESS.

  (a) In General.--Section 1316 of the Housing and Community 
Development Act of 1992 (12 U.S.C. 4516) is amended--
          (1) by amending subsection (a) to read as follows:
  ``(a) Appropriations Requirement.--
          ``(1) Recovery of costs of annual appropriation.--The 
        Agency shall collect assessments and other fees that 
        are designed to recover the costs to the Government of 
        the annual appropriation to the Agency by Congress.
          ``(2) Offsetting collections.--Assessments and other 
        fees described under paragraph (1) for any fiscal 
        year--
                  ``(A) shall be deposited and credited as 
                offsetting collections to the account providing 
                appropriations to the Agency; and
                  ``(B) shall not be collected for any fiscal 
                year except to the extent provided in advance 
                in appropriation Acts.''; and
          (2) by striking subsection (f).
  (b) Effective Date.--The amendments made by this section 
shall apply with respect to expenses paid and assessments and 
other fees collected on or after October 1, 2017.

SEC. 363. BRINGING THE NATIONAL CREDIT UNION ADMINISTRATION INTO THE 
                    APPROPRIATIONS PROCESS.

  (a) In General.--Section 105 of the Federal Credit Union Act 
(12 U.S.C. 1755) is amended--
          (1) by amending subsections (a) and (b) to read as 
        follows:
  ``(a) Payment by Federal Credit Unions to Administration.--
Each insured credit union shall pay to the Administration an 
annual fee.
  ``(b) Determinations of Assessment Periods and Payment 
Dates.--The Board shall determine the periods for which the fee 
referred to under subsection (a) shall be assessed and the date 
for the payment of such fee or increments thereof.'';
          (2) in subsection (c), by striking ``operating'';
          (3) by amending subsection (d) to read as follows:
  ``(d) Appropriations Requirement.--
          ``(1) Recovery of costs of annual appropriation.--The 
        Administration shall collect fees other than those fees 
        referred to under subsection (a) from each insured 
        credit union, as provided under this Act, in an amount 
        stated as a percentage of insured shares of each 
        insured credit union (which percentage shall be the 
        same for all insured credit unions). Such fees shall be 
        designed to recover the costs to the Government of the 
        annual appropriation to the Administration by Congress.
          ``(2) Offsetting collections.--Fees described under 
        paragraph (1) for any fiscal year--
                  ``(A) shall be deposited and credited as 
                offsetting collections to the account providing 
                appropriations to the Administration; and
                  ``(B) shall not be collected for any fiscal 
                year except to the extent provided in advance 
                in appropriation Acts.
          ``(3) Exception for insurance functions.--This 
        subsection shall not apply to the National Credit Union 
        Share Insurance Fund, including assessments and other 
        fees that are deposited into, and amounts paid from, 
        the National Credit Union Share Insurance Fund.''; and
          (4) by striking subsection (e).
  (b) Conforming Amendments.--The Federal Credit Union Act (12 
U.S.C. 1751 et seq.) is amended--
          (1) in section 120(j), by striking paragraph (3);
          (2) by amending section 128 to read as follows:

``SEC. 128. NATIONAL CREDIT UNION SHARE INSURANCE FUND EXEMPT FROM 
                    APPORTIONMENT.

  ``Notwithstanding any other provision of law, amounts 
received pursuant to any assessments or other fees that are 
deposited into the National Credit Union Share Insurance Fund 
or the Temporary Corporate Credit Union Stabilization Fund 
shall not be subject to apportionment for the purposes of 
chapter 15 of title 31, United States Code, or under any other 
authority.''; and
          (3) in section 203(a), by striking ``and for such 
        administrative and other expenses incurred in carrying 
        out the purposes of this title''.
  (c) Effective Date.--The amendments made by this section 
shall apply with respect to expenses paid and fees collected on 
or after October 1, 2017.

SEC. 364. BRINGING THE OFFICE OF THE COMPTROLLER OF THE CURRENCY INTO 
                    THE APPROPRIATIONS PROCESS.

  (a) In General.--Section 5240A of the Revised Statutes of the 
United States (12 U.S.C. 16) is amended--
          (1) by striking ``Sec. 5240A. The Comptroller of the 
        Currency may collect an assessment, fee, or other 
        charge from any entity described in section 3(q)(1) of 
        the Federal Deposit Insurance Act (12 U.S.C. 
        1813(q)(1)), as the Comptroller determines is necessary 
        or appropriate to carry out the responsibilities of the 
        Office of the Comptroller of the Currency. In 
        establishing the amount of an assessment, fee, or 
        charge collected from an entity under this section,'' 
        and inserting the following:

``SEC. 5240A. COLLECTION OF FEES; APPROPRIATIONS REQUIREMENT.

  ``(a) In General.--In establishing the amount of an 
assessment, fee, or charge collected from an entity under 
subsection (b),'';
          (2) by striking ``Funds derived'' and all that 
        follows through the end of the section; and
          (3) by adding at the end the following:
  ``(b) Appropriations Requirement.--
          ``(1) Recovery of costs of annual appropriation.--The 
        Comptroller of the Currency shall impose and collect 
        assessments, fees, or other charges that are designed 
        to recover the costs to the Government of the annual 
        appropriation to the Office of the Comptroller of the 
        Currency by Congress.
          ``(2) Offsetting collections.--Assessments and other 
        fees described under paragraph (1) for any fiscal 
        year--
                  ``(A) shall be deposited and credited as 
                offsetting collections to the account providing 
                appropriations to the Office of the Comptroller 
                of the Currency; and
                  ``(B) shall not be collected for any fiscal 
                year except to the extent provided in advance 
                in appropriation Acts.''.
  (b) Conforming Amendment.--Section 5240 (12 U.S.C. 481 et 
seq.) of the Revised Statutes of the United States is amended 
by striking the fourth undesignated paragraph.
  (c) Effective Date.--The amendments made by this section 
shall apply with respect to expenses paid and fees collected on 
or after October 1, 2017.

SEC. 365. BRINGING THE NON-MONETARY POLICY RELATED FUNCTIONS OF THE 
                    BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM 
                    INTO THE APPROPRIATIONS PROCESS.

  (a) In General.--The Federal Reserve Act is amended by 
inserting after section 11B the following:

``SEC. 11C. APPROPRIATIONS REQUIREMENT FOR NON-MONETARY POLICY RELATED 
                    ADMINISTRATIVE COSTS.

  ``(a) Appropriations Requirement.--
          ``(1) Recovery of costs of annual appropriation.--The 
        Board of Governors of the Federal Reserve System and 
        the Federal reserve banks shall collect assessments and 
        other fees, as provided under this Act, that are 
        designed to recover the costs to the Government of the 
        annual appropriation to the Board of Governors of the 
        Federal Reserve System by Congress. The Board of 
        Governors of the Federal Reserve System and the Federal 
        reserve banks may only incur obligations or allow and 
        pay expenses with respect to non-monetary policy 
        related administrative costs pursuant to an 
        appropriations Act.
          ``(2) Offsetting collections.--Assessments and other 
        fees described under paragraph (1) for any fiscal 
        year--
                  ``(A) shall be deposited and credited as 
                offsetting collections to the account providing 
                appropriations to the Board of Governors of the 
                Federal Reserve System; and
                  ``(B) shall not be collected for any fiscal 
                year except to the extent provided in advance 
                in appropriation Acts.
          ``(3) Limitation.--This subsection shall only apply 
        to the non-monetary policy related administrative costs 
        of the Board of Governors of the Federal Reserve 
        System.
  ``(b) Definitions.--For purposes of this section:
          ``(1) Monetary policy.--The term `monetary policy' 
        means a strategy for producing a generally acceptable 
        exchange medium that supports the productive employment 
        of economic resources by reliably serving as both a 
        unit of account and store of value.
          ``(2) Non-monetary policy related administrative 
        costs.--The term `non-monetary policy related 
        administrative costs' means administrative costs not 
        related to the conduct of monetary policy, and 
        includes--
                  ``(A) direct operating expenses for 
                supervising and regulating entities supervised 
                and regulated by the Board of Governors of the 
                Federal Reserve System, including conducting 
                examinations, conducting stress tests, 
                communicating with the entities regarding 
                supervisory matters and laws, and regulations;
                  ``(B) operating expenses for activities 
                integral to carrying out supervisory and 
                regulatory responsibilities, such as training 
                staff in the supervisory function, research and 
                analysis functions including library 
                subscription services, and collecting and 
                processing regulatory reports filed by 
                supervised institutions; and
                  ``(C) support, overhead, and pension expenses 
                related to the items described under 
                subparagraphs (A) and (B).''.
  (b) Effective Date.--The amendments made by this section 
shall apply with respect to expenses paid and fees collected on 
or after October 1, 2017.

                  Subtitle F--International Processes

SEC. 371. REQUIREMENTS FOR INTERNATIONAL PROCESSES.

  (a) Board of Governors Requirements.--Section 11 of the 
Federal Reserve Act (12 U.S.C. 248), as amended by section 
1007(a), is further amended by adding at the end the following 
new subsection:
  ``(w) International Processes.--
          ``(1) Notice of process; consultation.--At least 30 
        calendar days before any member or employee of the 
        Board of Governors of the Federal Reserve System 
        participates in a process of setting financial 
        standards as a part of any foreign or multinational 
        entity, the Board of Governors shall--
                  ``(A) issue a notice of the process, 
                including the subject matter, scope, and goals 
                of the process, to the Committee on Financial 
                Services of the House of Representatives and 
                the Committee on Banking, Housing, and Urban 
                Affairs of the Senate;
                  ``(B) make such notice available to the 
                public, including on the website of the Board 
                of Governors; and
                  ``(C) solicit public comment, and consult 
                with the committees described under 
                subparagraph (A), with respect to the subject 
                matter, scope, and goals of the process.
          ``(2) Public reports on process.--After the end of 
        any process described under paragraph (1), the Board of 
        Governors shall issue a public report on the topics 
        that were discussed during the process and any new or 
        revised rulemakings or policy changes that the Board of 
        Governors believes should be implemented as a result of 
        the process and make the report available on the 
        website of the Board of Governors.
          ``(3) Notice of agreements; consultation.--At least 
        90 calendar days before any member or employee of the 
        Board of Governors of the Federal Reserve System 
        participates in a process of setting financial 
        standards as a part of any foreign or multinational 
        entity, the Board of Governors shall--
                  ``(A) issue a notice of agreement to the 
                Committee on Financial Services of the House of 
                Representatives and the Committee on Banking, 
                Housing, and Urban Affairs of the Senate;
                  ``(B) make such notice available to the 
                public, including on the website of the Board 
                of Governors; and
                  ``(C) consult with the committees described 
                under subparagraph (A) with respect to the 
                nature of the agreement and any anticipated 
                effects such agreement will have on the 
                economy.
          ``(4) Definition.--For purposes of this subsection, 
        the term `process' shall include any official 
        proceeding or meeting on financial regulation of a 
        recognized international organization with authority to 
        set financial standards on a global or regional level, 
        including the Financial Stability Board, the Basel 
        Committee on Banking Supervision (or a similar 
        organization), and the International Association of 
        Insurance Supervisors (or a similar organization).''.
  (b) FDIC Requirements.--The Federal Deposit Insurance Act (12 
U.S.C. 1811 et seq.) is amended by adding at the end the 
following new section:

``SEC. 51. INTERNATIONAL PROCESSES.

  ``(a) Notice of Process; Consultation.--At least 30 calendar 
days before the Board of Directors participates in a process of 
setting financial standards as a part of any foreign or 
multinational entity, the Board of Directors shall--
          ``(1) issue a notice of the process, including the 
        subject matter, scope, and goals of the process, to the 
        Committee on Financial Services of the House of 
        Representatives and the Committee on Banking, Housing, 
        and Urban Affairs of the Senate;
          ``(2) make such notice available to the public, 
        including on the website of the Corporation; and
          ``(3) solicit public comment, and consult with the 
        committees described under paragraph (1), with respect 
        to the subject matter, scope, and goals of the process.
  ``(b) Public Reports on Process.--After the end of any 
process described under subsection (a), the Board of Directors 
shall issue a public report on the topics that were discussed 
at the process and any new or revised rulemakings or policy 
changes that the Board of Directors believes should be 
implemented as a result of the process and make the report 
available on the website of the Corporation.
  ``(c) Notice of Agreements; Consultation.--At least 90 
calendar days before the Board of Directors participates in a 
process of setting financial standards as a part of any foreign 
or multinational entity, the Board of Directors shall--
          ``(1) issue a notice of agreement to the Committee on 
        Financial Services of the House of Representatives and 
        the Committee on Banking, Housing, and Urban Affairs of 
        the Senate;
          ``(2) make such notice available to the public, 
        including on the website of the Corporation; and
          ``(3) consult with the committees described under 
        paragraph (1) with respect to the nature of the 
        agreement and any anticipated effects such agreement 
        will have on the economy.
  ``(d) Definition.--For purposes of this section, the term 
`process' shall include any official proceeding or meeting on 
financial regulation of a recognized international organization 
with authority to set financial standards on a global or 
regional level, including the Financial Stability Board, the 
Basel Committee on Banking Supervision (or a similar 
organization), and the International Association of Insurance 
Supervisors (or a similar organization).''.
  (c) Treasury Requirements.--Section 325 of title 31, United 
States Code, is amended by adding at the end the following new 
subsection:
  ``(d) International Processes.--
          ``(1) Notice of process; consultation.--At least 30 
        calendar days before the Secretary participates in a 
        process of setting financial standards as a part of any 
        foreign or multinational entity, the Secretary shall--
                  ``(A) issue a notice of the process, 
                including the subject matter, scope, and goals 
                of the process, to the Committee on Financial 
                Services of the House of Representatives and 
                the Committee on Banking, Housing, and Urban 
                Affairs of the Senate;
                  ``(B) make such notice available to the 
                public, including on the website of the 
                Department of the Treasury; and
                  ``(C) solicit public comment, and consult 
                with the committees described under 
                subparagraph (A), with respect to the subject 
                matter, scope, and goals of the process.
          ``(2) Public reports on process.--After the end of 
        any process described under paragraph (1), the 
        Secretary shall issue a public report on the topics 
        that were discussed at the process and any new or 
        revised rulemakings or policy changes that the 
        Secretary believes should be implemented as a result of 
        the process and make the report available on the 
        website of the Department of the Treasury.
          ``(3) Notice of agreements; consultation.--At least 
        90 calendar days before the Secretary participates in a 
        process of setting financial standards as a part of any 
        foreign or multinational entity, the Secretary shall--
                  ``(A) issue a notice of agreement to the 
                Committee on Financial Services of the House of 
                Representatives and the Committee on Banking, 
                Housing, and Urban Affairs of the Senate;
                  ``(B) make such notice available to the 
                public, including on the website of the 
                Department of the Treasury; and
                  ``(C) consult with the committees described 
                under subparagraph (A) with respect to the 
                nature of the agreement and any anticipated 
                effects such agreement will have on the 
                economy.
          ``(4) Definition.--For purposes of this subsection, 
        the term `process' shall include any official 
        proceeding or meeting on financial regulation of a 
        recognized international organization with authority to 
        set financial standards on a global or regional level, 
        including the Financial Stability Board, the Basel 
        Committee on Banking Supervision (or a similar 
        organization), and the International Association of 
        Insurance Supervisors (or a similar organization).''.
  (d) OCC Requirements.--Chapter one of title LXII of the 
Revised Statutes of the United States (12 U.S.C. 21 et seq.) is 
amended--
          (1) by adding at the end the following new section:

``SEC. 5156B. INTERNATIONAL PROCESSES.

  ``(a) Notice of Process; Consultation.--At least 30 calendar 
days before the Comptroller of the Currency participates in a 
process of setting financial standards as a part of any foreign 
or multinational entity, the Comptroller of the Currency 
shall--
          ``(1) issue a notice of the process, including the 
        subject matter, scope, and goals of the process, to the 
        Committee on Financial Services of the House of 
        Representatives and the Committee on Banking, Housing, 
        and Urban Affairs of the Senate;
          ``(2) make such notice available to the public, 
        including on the website of the Office of the 
        Comptroller of the Currency; and
          ``(3) solicit public comment, and consult with the 
        committees described under paragraph (1), with respect 
        to the subject matter, scope, and goals of the process.
  ``(b) Public Reports on Process.--After the end of any 
process described under subsection (a), the Comptroller of the 
Currency shall issue a public report on the topics that were 
discussed at the process and any new or revised rulemakings or 
policy changes that the Comptroller of the Currency believes 
should be implemented as a result of the process.
  ``(c) Notice of Agreements; Consultation.--At least 90 
calendar days before the Comptroller of the Currency 
participates in a process of setting financial standards as a 
part of any foreign or multinational entity, the Comptroller of 
the Currency shall--
          ``(1) issue a notice of agreement to the Committee on 
        Financial Services of the House of Representatives and 
        the Committee on Banking, Housing, and Urban Affairs of 
        the Senate;
          ``(2) make such notice available to the public, 
        including on the website of the Office of the 
        Comptroller of the Currency; and
          ``(3) consult with the committees described under 
        paragraph (1) with respect to the nature of the 
        agreement and any anticipated effects such agreement 
        will have on the economy.
  ``(d) Definition.--For purposes of this section, the term 
`process' shall include any official proceeding or meeting on 
financial regulation of a recognized international organization 
with authority to set financial standards on a global or 
regional level, including the Financial Stability Board, the 
Basel Committee on Banking Supervision (or a similar 
organization), and the International Association of Insurance 
Supervisors (or a similar organization).''; and
          (2) in the table of contents for such chapter, by 
        adding at the end the following new item:


``5156B. International processes.''.

  (e) Securities and Exchange Commission Requirements.--Section 
4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d), as 
amended by section 818(a), is further amended by adding at the 
end the following new subsection:
  ``(k) International Processes.--
          ``(1) Notice of process; consultation.--At least 30 
        calendar days before the Commission participates in a 
        process of setting financial standards as a part of any 
        foreign or multinational entity, the Commission shall--
                  ``(A) issue a notice of the process, 
                including the subject matter, scope, and goals 
                of the process, to the Committee on Financial 
                Services of the House of Representatives and 
                the Committee on Banking, Housing, and Urban 
                Affairs of the Senate;
                  ``(B) make such notice available to the 
                public, including on the website of the 
                Commission; and
                  ``(C) solicit public comment, and consult 
                with the committees described under 
                subparagraph (A), with respect to the subject 
                matter, scope, and goals of the process.
          ``(2) Public reports on process.--After the end of 
        any process described under paragraph (1), the 
        Commission shall issue a public report on the topics 
        that were discussed at the process and any new or 
        revised rulemakings or policy changes that the 
        Commission believes should be implemented as a result 
        of the process and make the report available on the 
        website of the Commission.
          ``(3) Notice of agreements; consultation.--At least 
        90 calendar days before the Commission participates in 
        a process of setting financial standards as a part of 
        any foreign or multinational entity, the Commission 
        shall--
                  ``(A) issue a notice of agreement to the 
                Committee on Financial Services of the House of 
                Representatives and the Committee on Banking, 
                Housing, and Urban Affairs of the Senate;
                  ``(B) make such notice available to the 
                public, including on the website of the 
                Commission; and
                  ``(C) consult with the committees described 
                under subparagraph (A) with respect to the 
                nature of the agreement and any anticipated 
                effects such agreement will have on the 
                economy.
          ``(4) Definition.--For purposes of this subsection, 
        the term `process' shall include any official 
        proceeding or meeting on financial regulation of a 
        recognized international organization with authority to 
        set financial standards on a global or regional level, 
        including the Financial Stability Board, the Basel 
        Committee on Banking Supervision (or a similar 
        organization), and the International Association of 
        Insurance Supervisors (or a similar organization).''.
  (f) Commodity Futures Trading Commission Requirements.--
Section 2 of the Commodity Exchange Act (7 U.S.C. 2) is amended 
by adding at the end the following:
  ``(k) International Processes.--
          ``(1) Notice of process; consultation.--At least 30 
        calendar days before the Commission participates in a 
        process of setting financial standards as a part of any 
        foreign or multinational entity, the Commission shall--
                  ``(A) issue a notice of the process, 
                including the subject matter, scope, and goals 
                of the process, to--
                          ``(i) the Committee on Agriculture of 
                        the House of Representatives; and
                          ``(ii) the Committee on Agriculture, 
                        Nutrition, and Forestry of the Senate;
                  ``(B) make such notice available to the 
                public, including on the website of the 
                Commission; and
                  ``(C) solicit public comment, and consult 
                with the committees described under 
                subparagraph (A), with respect to the subject 
                matter, scope, and goals of the process.
          ``(2) Public reports on process.--After the end of 
        any process described under paragraph (1), the 
        Commission shall issue a public report on the topics 
        that were discussed during the process and any new or 
        revised rulemakings or policy changes that the 
        Commission believes should be implemented as a result 
        of the process and make the report available on the 
        website of the Commission.
          ``(3) Notice of agreements; consultation.--At least 
        90 calendar days before the Commission participates in 
        a process of setting financial standards as a part of 
        any foreign or multinational entity, the Commission 
        shall--
                  ``(A) issue a notice of agreement to--
                          ``(i) the Committee on Agriculture of 
                        the House of Representatives; and
                          ``(ii) the Committee on Agriculture, 
                        Nutrition, and Forestry of the Senate;
                  ``(B) make such notice available to the 
                public, including on the website of the 
                Commission; and
                  ``(C) consult with the committees described 
                under subparagraph (A) with respect to the 
                nature of the agreement and any anticipated 
                effects such agreement will have on the 
                economy.
          ``(4) Definition.--For purposes of this subsection, 
        the term `process' shall include any official 
        proceeding or meeting on financial regulation of a 
        recognized international organization with authority to 
        set financial standards on a global or regional level, 
        including the Financial Stability Board, the Basel 
        Committee on Banking Supervision (or a similar 
        organization), and the International Association of 
        Insurance Supervisors (or a similar organization).''.

                  Subtitle G--Unfunded Mandates Reform

SEC. 381. DEFINITIONS.

  For purposes of this subtitle:
          (1) Agency.--The term ``agency'' has the meaning 
        given such term under section 311.
          (2) Direct costs.--The term ``direct costs'' has the 
        meaning given such term under section 421(3) of the 
        Congressional Budget and Impoundment Control Act of 
        1974 (2 U.S.C. 658(3)), except that--
                  (A) in the case of a Federal 
                intergovernmental mandate, the term means the 
                aggregate estimated amounts that all State, 
                local, and Tribal governments would incur or be 
                required to spend or would be prohibited from 
                raising in revenues in order to comply with the 
                Federal intergovernmental mandate; and
                  (B) in the case of a Federal private sector 
                mandate, the term means the aggregate estimated 
                amounts that the private sector will be 
                required to spend or could forgo in profits, 
                including costs passed on to consumers or other 
                entities taking into account, to the extent 
                practicable, behavioral changes, in order to 
                comply with the Federal private sector mandate.
          (3) Other definitions.--Except as provided under 
        paragraphs (1) and (2), the definitions under section 
        421 of the Congressional Budget and Impoundment Control 
        Act of 1974 shall apply to this subtitle.

SEC. 382. APPLICATION OF THE UNFUNDED MANDATES REFORM ACT.

  (a) In General.--The Unfunded Mandates Reform Act of 1995 (2 
U.S.C. 1501 et seq.) shall apply to the Board of Governors of 
the Federal Reserve System, the Consumer Law Enforcement 
Agency, the Commodity Futures Trading Commission, the Federal 
Deposit Insurance Corporation, the Federal Housing Finance 
Agency, the Office of the Comptroller of the Currency, the 
National Credit Union Administration, and the Securities and 
Exchange Commission.
  (b) Statements to Accompany Significant Regulatory Actions.--
          (1) In general.--Unless otherwise expressly 
        prohibited by law, before promulgating any general 
        notice of proposed rulemaking or any final rule, or 
        within six months after promulgating any final rule 
        that was not preceded by a general notice of proposed 
        rulemaking, if the proposed rulemaking or final rule 
        includes a Federal mandate that may result in an annual 
        effect on State, local, or Tribal governments, or to 
        the private sector, in the aggregate of $100,000,000 or 
        more in any 1 year, the agency shall prepare a written 
        statement containing the following:
                  (A) The text of the draft proposed rulemaking 
                or final rule, together with the information 
                required under subsections (a) and (b)(1) of 
                section 312, as applicable, including an 
                explanation of the manner in which the proposed 
                rulemaking or final rule is consistent with the 
                statutory requirement and avoids undue 
                interference with State, local, and Tribal 
                governments in the exercise of their 
                governmental functions.
                  (B) Estimates by the agency, if and to the 
                extent that the agency determines that accurate 
                estimates are reasonably feasible, of--
                          (i) the future compliance costs of 
                        the Federal mandate; and
                          (ii) any disproportionate budgetary 
                        effects of the Federal mandate upon any 
                        particular regions of the nation or 
                        particular State, local, or Tribal 
                        governments, urban or rural or other 
                        types of communities, or particular 
                        segments of the private sector.
                  (C)(i) A detailed description of the extent 
                of the agency's prior consultation with the 
                private sector and elected representatives 
                (under subsection (c) and section 204 of the 
                Unfunded Mandates Reform Act of 1995 (2 U.S.C. 
                1534) of the affected State, local, and tribal 
                governments.
                  (ii) A detailed summary of the comments and 
                concerns that were presented by the private 
                sector and State, local, or Tribal governments 
                either orally or in writing to the agency.
                  (iii) A detailed summary of the agency's 
                evaluation of those comments and concerns.
                  (D) A detailed summary of how the agency 
                complied with section 312, as applicable.
          (2) Prevention of duplicative requirements.--If an 
        agency is required to prepare a written statement under 
        both paragraph (1) and section 202(a) of the Unfunded 
        Mandates Reform Act of 1995 (2 U.S.C. 1532(a)), the 
        agency shall prepare only one written statement that 
        consolidates and meets the requirements of such 
        paragraph and such section.
  (c) State, Local, and Tribal Government and Private Sector 
Input.--
          (1) In general.--Each agency shall, to the extent 
        permitted in law, develop an effective process to 
        permit impacted parties within the private sector 
        (including small businesses) to provide meaningful and 
        timely input in the development of regulatory proposals 
        containing significant Federal mandates.
          (2) Prevention of duplicative processes.--If an 
        agency is required to develop a process under both 
        paragraph (1) and section 204(a) of the Unfunded 
        Mandates Reform Act of 1995 (2 U.S.C. 1534(a)), the 
        agency shall develop only one process that consolidates 
        and meets the requirements of such paragraph and such 
        section.
          (3) Guidelines.--For appropriate implementation of 
        this subsection and of section 204 of the Unfunded 
        Mandates Reform Act, consistent with applicable laws 
        and regulations, the following guidelines shall be 
        followed: --
                  (A) Consultations shall take place as early 
                as possible, before issuance of a notice of 
                proposed rulemaking, continue through the final 
                rule stage, and be integrated explicitly into 
                the rulemaking process.
                  (B) Agencies shall consult with a wide 
                variety of State, local, and Tribal officials 
                and impacted parties within the private sector 
                (including small businesses). Geographic, 
                political, and other factors that may 
                differentiate varying points of view should be 
                considered.
                  (C) Agencies should estimate benefits and 
                costs to assist with these consultations. The 
                scope of the consultation should reflect the 
                cost and significance of the Federal mandate 
                being considered.
                  (D) Agencies shall, to the extent 
                practicable--
                          (i) seek out the views of State, 
                        local, and Tribal governments, and 
                        impacted parties within the private 
                        sector (including small businesses), on 
                        costs, benefits, and risks; and
                          (ii) solicit ideas about alternative 
                        methods of compliance and potential 
                        flexibilities, and input on whether the 
                        Federal regulation will harmonize with 
                        and not duplicate similar laws in other 
                        levels of government.
                  (E) Consultations shall address the 
                cumulative impact of regulations on the 
                affected entities.
                  (F) Agencies may accept electronic 
                submissions of comments by relevant parties but 
                may not use those comments as the sole method 
                of satisfying the guidelines in this 
                subsection.
  (d) Office of Information and Regulatory Affairs 
Responsibilities.--
          (1) In general.--The Administrator of the Office of 
        Information and Regulatory Affairs shall provide 
        meaningful guidance and oversight so that each agency's 
        regulations for which a written statement is required 
        under subsection (b) and section 202 of the Unfunded 
        Mandates Reform Act of 1995 (2 U.S.C. 1532) are 
        consistent with the principles and requirements of this 
        title, as well as other applicable laws, and do not 
        conflict with the policies or actions of another 
        Federal agency (as the term ``agency'' is defined under 
        section 551 of title 5, United States Code). If the 
        Administrator determines that an agency's regulations 
        for which a written statement is required under 
        subsection (b) and section 202 of the Unfunded Mandates 
        Reform Act of 1995 do not comply with such principles 
        and requirements, are not consistent with other 
        applicable laws, or conflict with the policies or 
        actions of another Federal agency (as the term 
        ``agency'' is defined under section 551 of title 5, 
        United States Code), the Administrator shall identify 
        areas of noncompliance, notify the agency, and request 
        that the agency comply before the agency finalizes the 
        regulation concerned.
          (2) Annual statements to congress on agency 
        compliance.--The Administrator of the Office of 
        Information and Regulatory Affairs shall submit to the 
        Director of the Office of Management and Budget for 
        inclusion in the annual report required by section 208 
        of the Unfunded Mandates Reform Act of 1995 (2 U.S.C. 
        1538) a written report detailing compliance by each 
        agency with the requirements of this title that relate 
        to regulations for which a written statement is 
        required by subsection (b) and section 202 of the 
        Unfunded Mandates Reform Act of 1995 (2 U.S.C. 1532), 
        including activities undertaken at the request of the 
        Administrator to improve compliance, during the 
        preceding reporting period. The report shall also 
        contain an appendix detailing compliance by each agency 
        with subsection (c) and section 204 of the Unfunded 
        Mandates Reform Act.
  (e) Expanded Judicial Review.--
          (1) Agency statements on significant regulatory 
        actions.--
                  (A) In general.--Compliance or noncompliance 
                by any agency with the provisions of subsection 
                (b) and sections 202, 203(a)(1) and (2), and 
                205 of the Unfunded Mandates Reform Act of 1995 
                shall be subject to judicial review in 
                accordance with this subsection.
                  (B) Limited review of agency compliance or 
                noncompliance.--
                          (i) Scope of review under title 5.--
                        Agency compliance or noncompliance with 
                        the provisions of subsection (b) and 
                        sections 202, 203(a)(1) and (2), and 
                        205 of the Unfunded Mandates Reform Act 
                        of 1995 shall be subject to judicial 
                        review under section 706(1) of title 5, 
                        United States Code, and as provided 
                        under clause (ii).
                          (ii) Court may compel preparation of 
                        written statement.--If an agency fails 
                        to prepare the written statement 
                        (including the preparation of the 
                        estimates, analyses, statements, or 
                        descriptions) under subsection (b) and 
                        section 202 of the Unfunded Mandates 
                        Reform Act, prepare a written plan 
                        under paragraphs (1) and (2) of section 
                        203 of the Unfunded Mandates Reform 
                        Act, or comply with section 205 of the 
                        Unfunded Mandates Reform Act, a court 
                        may compel the agency to prepare such 
                        written statement, prepare such written 
                        plan, or comply with such section.
                  (C) Review of agency rules.--In any judicial 
                review under any other Federal law of an agency 
                rule for which compliance with this subtitle is 
                required, the inadequacy or failure to prepare 
                required material, or to comply with provisions 
                of subsection (b) and sections 202, 203(a)(1) 
                and (2), and 205 of the Unfunded Mandates 
                Reform Act of 1995 may be used as a basis for 
                staying, enjoining, invalidating or otherwise 
                affecting such agency rule.
                  (D) Certain information as part of record.--
                Any information generated under subsection (b) 
                and sections 202, 203(a)(1) and (2), and 205 of 
                the Unfunded Mandates Reform Act of 1995 that 
                is part of the rulemaking record for judicial 
                review under the provisions of any other 
                Federal law may be considered as part of the 
                record for judicial review conducted under such 
                other provisions of Federal law.
                  (E) Application of other federal law.--For 
                any petition under subparagraph (B) the 
                provisions of such other Federal law shall 
                control all other matters, such as exhaustion 
                of administrative remedies, the time for and 
                manner of seeking review and venue, except that 
                if such other Federal law does not provide a 
                limitation on the time for filing a petition 
                for judicial review that is less than 180 days, 
                such limitation shall be 180 days after a final 
                rule is promulgated by the appropriate agency.
                  (F) Effective date.--This paragraph shall 
                apply to any agency rule for which a general 
                notice of proposed rulemaking is promulgated on 
                or after the date of the enactment of this Act.
          (2) Judicial review and rule of construction.--Except 
        as provided in paragraph (1)--
                  (A) any estimate, analysis, statement, 
                description, or report prepared under this 
                subtitle, any compliance or noncompliance with 
                the provisions of this subtitle, and any 
                determination concerning the applicability of 
                the provisions of this subtitle shall not be 
                subject to judicial review; and
                  (B) no provision of this subtitle shall be 
                construed to create any right or benefit, 
                substantive or procedural, enforceable by any 
                person in any administrative or judicial 
                action.

                  Subtitle H--Enforcement Coordination

SEC. 391. POLICIES TO MINIMIZE DUPLICATION OF ENFORCEMENT EFFORTS.

  (a) In General.--Each agency (as defined under section 311) 
shall, not later than the end of the 90-day period beginning on 
the date of the enactment of this Act, implement policies and 
procedures--
          (1) to minimize duplication of efforts with other 
        Federal or State authorities when bringing an 
        administrative or judicial action against an individual 
        or entity;
          (2) to establish when joint investigations, 
        administrative actions, or judicial actions or the 
        coordination of law enforcement activities are 
        necessary and appropriate and in the public interest; 
        and
          (3) to, in the course of a joint investigation, 
        administrative action, or judicial action, establish a 
        lead agency to avoid duplication of efforts and 
        unnecessary burdens and to ensure consistent 
        enforcement, as necessary and appropriate and in the 
        public interest.
  (b) Rule of Construction.--Nothing in this section may be 
construed to preempt State law or mandate coordination by a 
State authority.

           Subtitle I--Penalties for Unauthorized Disclosures

SEC. 392. CRIMINAL PENALTY FOR UNAUTHORIZED DISCLOSURES.

  Section 165 of the Financial Stability Act of 2010 (12 U.S.C. 
5365), as amended by section 151(b)(6)(M), is further amended 
by adding at the end the following:
  ``(m) Criminal Penalty for Unauthorized Disclosures.--
          ``(1) In general.--Any officer or employee of a 
        Federal department or agency, who by virtue of such 
        officer or employee's employment or official position, 
        has possession of, or access to, agency records which 
        contain individually identifiable information submitted 
        pursuant to the requirements of this section, the 
        disclosure of which is prohibited by Federal statute, 
        rule, or regulation, and who knowing that disclosure of 
        the specific material is so prohibited, willfully 
        discloses the material in any manner to any person or 
        agency not entitled to receive it, shall be guilty of a 
        misdemeanor and fined not more than $5,000.
          ``(2) Obtaining records under false pretenses.--Any 
        person who knowingly and willfully requests or obtains 
        information described under paragraph (1) from a 
        Federal department or agency under false pretenses 
        shall be guilty of a misdemeanor and fined not more 
        than $5,000.
          ``(3) Treatment of determinations.--For purposes of 
        this subsection, a determination made under subsection 
        (d) or (i) based on individually identifiable 
        information submitted pursuant to the requirements of 
        this section shall be deemed individually identifiable 
        information, the disclosure of which is prohibited by 
        Federal statute.''.

                Subtitle J--Stop Settlement Slush Funds

SEC. 393. LIMITATION ON DONATIONS MADE PURSUANT TO SETTLEMENT 
                    AGREEMENTS TO WHICH CERTAIN DEPARTMENTS OR AGENCIES 
                    ARE A PARTY.

  (a) Limitation on Required Donations.--No settlement to which 
a department or agency is a party may direct or provide for a 
payment to any person who is not a victim of the alleged 
wrongdoing.
  (b) Penalty.--Any Executive branch official or agent thereof 
who enters into or enforces a settlement in violation of 
subsection (a), shall be subject to the same penalties that 
would apply in the case of a violation of section 3302 of title 
31, United States Code.
  (c) Effective Date.--Subsections (a) and (b) apply only in 
the case of a settlement agreement concluded on or after the 
date of enactment of this Act.
  (d) Definitions.--
          (1) The term ``department or agency''--
                  (A) has the meaning given the term ``agency'' 
                under section 311; and
                  (B) means the Department of Housing and Urban 
                Development, the Department of Justice, and the 
                Rural Housing Service of the Department of 
                Agriculture.
          (2) The term ``settlement agreement'' means a 
        settlement agreement resolving a civil action or 
        potential civil action, a plea agreement, a deferred 
        prosecution agreement, or a non-prosecution agreement.
          (3) The term ``payment'' means a payment or loan.
          (4) The term ``payment to any person who is not a 
        victim'' means any payment other than a payment--
                  (A) to a person who is party to the lawsuit 
                or settlement;
                  (B) that provides restitution for or 
                otherwise directly remedies actual harm 
                (including to the environment) directly and 
                proximately caused by the party making the 
                payment as a result of that party's alleged 
                wrongdoing;
                  (C) that constitutes payment for services 
                rendered in connection with the case; or
                  (D) made pursuant to section 3663 of title 
                18, United States Code.

 TITLE IV--UNLEASHING OPPORTUNITIES FOR SMALL BUSINESSES, INNOVATORS, 
           AND JOB CREATORS BY FACILITATING CAPITAL FORMATION

Subtitle A--Small Business Mergers, Acquisitions, Sales, and Brokerage 
                             Simplification

SEC. 401. REGISTRATION EXEMPTION FOR MERGER AND ACQUISITION BROKERS.

  Section 15(b) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o(b)) is amended by adding at the end the following:
          ``(13) Registration exemption for merger and 
        acquisition brokers.--
                  ``(A) In general.--Except as provided in 
                subparagraph (B), an M&A broker shall be exempt 
                from registration under this section.
                  ``(B) Excluded activities.--An M&A broker is 
                not exempt from registration under this 
                paragraph if such broker does any of the 
                following:
                          ``(i) Directly or indirectly, in 
                        connection with the transfer of 
                        ownership of an eligible privately held 
                        company, receives, holds, transmits, or 
                        has custody of the funds or securities 
                        to be exchanged by the parties to the 
                        transaction.
                          ``(ii) Engages on behalf of an issuer 
                        in a public offering of any class of 
                        securities that is registered, or is 
                        required to be registered, with the 
                        Commission under section 12 or with 
                        respect to which the issuer files, or 
                        is required to file, periodic 
                        information, documents, and reports 
                        under subsection (d).
                          ``(iii) Engages on behalf of any 
                        party in a transaction involving a 
                        public shell company.
                  ``(C) Disqualifications.--An M&A broker is 
                not exempt from registration under this 
                paragraph if such broker is subject to--
                          ``(i) suspension or revocation of 
                        registration under paragraph (4);
                          ``(ii) a statutory disqualification 
                        described in section 3(a)(39);
                          ``(iii) a disqualification under the 
                        rules adopted by the Commission under 
                        section 926 of the Investor Protection 
                        and Securities Reform Act of 2010 (15 
                        U.S.C. 77d note); or
                          ``(iv) a final order described in 
                        paragraph (4)(H).
                  ``(D) Rule of construction.--Nothing in this 
                paragraph shall be construed to limit any other 
                authority of the Commission to exempt any 
                person, or any class of persons, from any 
                provision of this title, or from any provision 
                of any rule or regulation thereunder.
                  ``(E) Definitions.--In this paragraph:
                          ``(i) Control.--The term `control' 
                        means the power, directly or 
                        indirectly, to direct the management or 
                        policies of a company, whether through 
                        ownership of securities, by contract, 
                        or otherwise. There is a presumption of 
                        control for any person who--
                                  ``(I) is a director, general 
                                partner, member or manager of a 
                                limited liability company, or 
                                officer exercising executive 
                                responsibility (or has similar 
                                status or functions);
                                  ``(II) has the right to vote 
                                20 percent or more of a class 
                                of voting securities or the 
                                power to sell or direct the 
                                sale of 20 percent or more of a 
                                class of voting securities; or
                                  ``(III) in the case of a 
                                partnership or limited 
                                liability company, has the 
                                right to receive upon 
                                dissolution, or has 
                                contributed, 20 percent or more 
                                of the capital.
                          ``(ii) Eligible privately held 
                        company.--The term `eligible privately 
                        held company' means a privately held 
                        company that meets both of the 
                        following conditions:
                                  ``(I) The company does not 
                                have any class of securities 
                                registered, or required to be 
                                registered, with the Commission 
                                under section 12 or with 
                                respect to which the company 
                                files, or is required to file, 
                                periodic information, 
                                documents, and reports under 
                                subsection (d).
                                  ``(II) In the fiscal year 
                                ending immediately before the 
                                fiscal year in which the 
                                services of the M&A broker are 
                                initially engaged with respect 
                                to the securities transaction, 
                                the company meets either or 
                                both of the following 
                                conditions (determined in 
                                accordance with the historical 
                                financial accounting records of 
                                the company):
                                          ``(aa) The earnings 
                                        of the company before 
                                        interest, taxes, 
                                        depreciation, and 
                                        amortization are less 
                                        than $25,000,000.
                                          ``(bb) The gross 
                                        revenues of the company 
                                        are less than 
                                        $250,000,000.
                          ``(iii) M&A broker.--The term `M&A 
                        broker' means a broker, and any person 
                        associated with a broker, engaged in 
                        the business of effecting securities 
                        transactions solely in connection with 
                        the transfer of ownership of an 
                        eligible privately held company, 
                        regardless of whether the broker acts 
                        on behalf of a seller or buyer, through 
                        the purchase, sale, exchange, issuance, 
                        repurchase, or redemption of, or a 
                        business combination involving, 
                        securities or assets of the eligible 
                        privately held company, if the broker 
                        reasonably believes that--
                                  ``(I) upon consummation of 
                                the transaction, any person 
                                acquiring securities or assets 
                                of the eligible privately held 
                                company, acting alone or in 
                                concert, will control and, 
                                directly or indirectly, will be 
                                active in the management of the 
                                eligible privately held company 
                                or the business conducted with 
                                the assets of the eligible 
                                privately held company; and
                                  ``(II) if any person is 
                                offered securities in exchange 
                                for securities or assets of the 
                                eligible privately held 
                                company, such person will, 
                                prior to becoming legally bound 
                                to consummate the transaction, 
                                receive or have reasonable 
                                access to the most recent 
                                fiscal year-end financial 
                                statements of the issuer of the 
                                securities as customarily 
                                prepared by the management of 
                                the issuer in the normal course 
                                of operations and, if the 
                                financial statements of the 
                                issuer are audited, reviewed, 
                                or compiled, any related 
                                statement by the independent 
                                accountant, a balance sheet 
                                dated not more than 120 days 
                                before the date of the offer, 
                                and information pertaining to 
                                the management, business, 
                                results of operations for the 
                                period covered by the foregoing 
                                financial statements, and 
                                material loss contingencies of 
                                the issuer.
                          ``(iv) Public shell company.--The 
                        term `public shell company' is a 
                        company that at the time of a 
                        transaction with an eligible privately 
                        held company--
                                  ``(I) has any class of 
                                securities registered, or 
                                required to be registered, with 
                                the Commission under section 12 
                                or that is required to file 
                                reports pursuant to subsection 
                                (d);
                                  ``(II) has no or nominal 
                                operations; and
                                  ``(III) has--
                                          ``(aa) no or nominal 
                                        assets;
                                          ``(bb) assets 
                                        consisting solely of 
                                        cash and cash 
                                        equivalents; or
                                          ``(cc) assets 
                                        consisting of any 
                                        amount of cash and cash 
                                        equivalents and nominal 
                                        other assets.
                  ``(F) Inflation adjustment.--
                          ``(i) In general.--On the date that 
                        is 5 years after the date of the 
                        enactment of this paragraph, and every 
                        5 years thereafter, each dollar amount 
                        in subparagraph (E)(ii)(II) shall be 
                        adjusted by--
                                  ``(I) dividing the annual 
                                value of the Employment Cost 
                                Index For Wages and Salaries, 
                                Private Industry Workers (or 
                                any successor index), as 
                                published by the Bureau of 
                                Labor Statistics, for the 
                                calendar year preceding the 
                                calendar year in which the 
                                adjustment is being made by the 
                                annual value of such index (or 
                                successor) for the calendar 
                                year ending December 31, 2012; 
                                and
                                  ``(II) multiplying such 
                                dollar amount by the quotient 
                                obtained under subclause (I).
                          ``(ii) Rounding.--Each dollar amount 
                        determined under clause (i) shall be 
                        rounded to the nearest multiple of 
                        $100,000.''.

SEC. 402. EFFECTIVE DATE.

  This subtitle and any amendment made by this subtitle shall 
take effect on the date that is 90 days after the date of the 
enactment of this Act.

               Subtitle B--Encouraging Employee Ownership

SEC. 406. INCREASED THRESHOLD FOR DISCLOSURES RELATING TO COMPENSATORY 
                    BENEFIT PLANS.

  Not later than 60 days after the date of the enactment of 
this Act, the Securities and Exchange Commission shall revise 
section 230.701(e) of title 17, Code of Federal Regulations, so 
as to increase from $5,000,000 to $20,000,000 the aggregate 
sales price or amount of securities sold during any consecutive 
12-month period in excess of which the issuer is required under 
such section to deliver an additional disclosure to investors. 
The Commission shall index for inflation such aggregate sales 
price or amount every 5 years to reflect the change in the 
Consumer Price Index for All Urban Consumers published by the 
Bureau of Labor Statistics, rounding to the nearest $1,000,000.

          Subtitle C--Small Company Disclosure Simplification

SEC. 411. EXEMPTION FROM XBRL REQUIREMENTS FOR EMERGING GROWTH 
                    COMPANIES AND OTHER SMALLER COMPANIES.

  (a) Exemption for Emerging Growth Companies.--Emerging growth 
companies are exempted from the requirements to use Extensible 
Business Reporting Language (XBRL) for financial statements and 
other periodic reporting required to be filed with the 
Commission under the securities laws. Such companies may elect 
to use XBRL for such reporting.
  (b) Exemption for Other Smaller Companies.--Issuers with 
total annual gross revenues of less than $250,000,000 are 
exempt from the requirements to use XBRL for financial 
statements and other periodic reporting required to be filed 
with the Commission under the securities laws. Such issuers may 
elect to use XBRL for such reporting. An exemption under this 
subsection shall continue in effect until--
          (1) the date that is five years after the date of 
        enactment of this Act; or
          (2) the date that is two years after a determination 
        by the Commission, by order after conducting the 
        analysis required by section 3, that the benefits of 
        such requirements to such issuers outweigh the costs, 
        but no earlier than three years after enactment of this 
        Act.
  (c) Modifications to Regulations.--Not later than 60 days 
after the date of enactment of this Act, the Commission shall 
revise its regulations under parts 229, 230, 232, 239, 240, and 
249 of title 17, Code of Federal Regulations, to reflect the 
exemptions set forth in subsections (a) and (b).

SEC. 412. ANALYSIS BY THE SEC.

  The Commission shall conduct an analysis of the costs and 
benefits to issuers described in section 411(b) of the 
requirements to use XBRL for financial statements and other 
periodic reporting required to be filed with the Commission 
under the securities laws. Such analysis shall include an 
assessment of--
          (1) how such costs and benefits may differ from the 
        costs and benefits identified by the Commission in the 
        order relating to interactive data to improve financial 
        reporting (dated January 30, 2009; 74 Fed. Reg. 6776) 
        because of the size of such issuers;
          (2) the effects on efficiency, competition, capital 
        formation, and financing and on analyst coverage of 
        such issuers (including any such effects resulting from 
        use of XBRL by investors);
          (3) the costs to such issuers of--
                  (A) submitting data to the Commission in 
                XBRL;
                  (B) posting data on the website of the issuer 
                in XBRL;
                  (C) software necessary to prepare, submit, or 
                post data in XBRL; and
                  (D) any additional consulting services or 
                filing agent services;
          (4) the benefits to the Commission in terms of 
        improved ability to monitor securities markets, assess 
        the potential outcomes of regulatory alternatives, and 
        enhance investor participation in corporate governance 
        and promote capital formation; and
          (5) the effectiveness of standards in the United 
        States for interactive filing data relative to the 
        standards of international counterparts.

SEC. 413. REPORT TO CONGRESS.

  Not later than one year after the date of enactment of this 
Act, the Commission shall provide the Committee on Financial 
Services of the House of Representatives and the Committee on 
Banking, Housing, and Urban Affairs of the Senate a report 
regarding--
          (1) the progress in implementing XBRL reporting 
        within the Commission;
          (2) the use of XBRL data by Commission officials;
          (3) the use of XBRL data by investors;
          (4) the results of the analysis required by section 
        412; and
          (5) any additional information the Commission 
        considers relevant for increasing transparency, 
        decreasing costs, and increasing efficiency of 
        regulatory filings with the Commission.

SEC. 414. DEFINITIONS.

  As used in this subtitle, the terms ``Commission'', 
``emerging growth company'', ``issuer'', and ``securities 
laws'' have the meanings given such terms in section 3 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78c).

   Subtitle D--Securities and Exchange Commission Overpayment Credit

SEC. 416. REFUNDING OR CREDITING OVERPAYMENT OF SECTION 31 FEES.

  (a) In General.--Section 31 of the Securities Exchange Act of 
1934 (15 U.S.C. 78ee) is amended by adding at the end the 
following:
  ``(n) Overpayment.--If a national securities exchange or 
national securities association pays to the Commission an 
amount in excess of fees and assessments due under this section 
and informs the Commission of such amount paid in excess within 
10 years of the date of the payment, the Commission shall 
offset future fees and assessments due by such exchange or 
association in an amount equal to such excess amount.''.
  (b) Applicability.--The amendment made by this section shall 
apply to any fees and assessments paid before, on, or after the 
date of enactment of this section.

             Subtitle E--Fair Access to Investment Research

SEC. 421. SAFE HARBOR FOR INVESTMENT FUND RESEARCH.

  (a) Expansion of the Safe Harbor.--Not later than the end of 
the 45-day period beginning on the date of enactment of this 
Act, the Securities and Exchange Commission shall propose, and 
not later than the end of the 120-day period beginning on such 
date, the Commission shall adopt, upon such terms, conditions, 
or requirements as the Commission may determine necessary or 
appropriate in the public interest, for the protection of 
investors, and for the promotion of capital formation, 
revisions to section 230.139 of title 17, Code of Federal 
Regulations, to provide that a covered investment fund research 
report that is published or distributed by a broker or dealer--
          (1) shall be deemed, for purposes of sections 
        2(a)(10) and 5(c) of the Securities Act of 1933 (15 
        U.S.C. 77b(a)(10), 77e(c)), not to constitute an offer 
        for sale or an offer to sell a security that is the 
        subject of an offering pursuant to a registration 
        statement that is effective, even if the broker or 
        dealer is participating or will participate in the 
        registered offering of the covered investment fund's 
        securities; and
          (2) shall be deemed to satisfy the conditions of 
        subsection (a)(1) or (a)(2) of section 230.139 of title 
        17, Code of Federal Regulations, or any successor 
        provisions, for purposes of the Commission's rules and 
        regulations under the Federal securities laws and the 
        rules of any self-regulatory organization.
  (b) Implementation of Safe Harbor.--In implementing the safe 
harbor pursuant to subsection (a), the Commission shall--
          (1) not, in the case of a covered investment fund 
        with a class of securities in substantially continuous 
        distribution, condition the safe harbor on whether the 
        broker's or dealer's publication or distribution of a 
        covered investment fund research report constitutes 
        such broker's or dealer's initiation or reinitiation of 
        research coverage on such covered investment fund or 
        its securities;
          (2) not--
                  (A) require the covered investment fund to 
                have been registered as an investment company 
                under the Investment Company Act of 1940 (15 
                U.S.C. 80a-1 et seq.) or subject to the 
                reporting requirements of section 13 or 15(d) 
                of the Securities Exchange Act of 1934 (15 
                U.S.C. 78m, 78o(d)) for any period exceeding 
                the period of time referenced under paragraph 
                (a)(1)(i)(A)(1) of section 230.139 of title 17, 
                Code of Federal Regulations; or
                  (B) impose a minimum float provision 
                exceeding that referenced in paragraph 
                (a)(1)(i)(A)(1)(i) of section 230.139 of title 
                17, Code of Federal Regulations;
          (3) provide that a self-regulatory organization may 
        not maintain or enforce any rule that would--
                  (A) prohibit the ability of a member to 
                publish or distribute a covered investment fund 
                research report solely because the member is 
                also participating in a registered offering or 
                other distribution of any securities of such 
                covered investment fund; or
                  (B) prohibit the ability of a member to 
                participate in a registered offering or other 
                distribution of securities of a covered 
                investment fund solely because the member has 
                published or distributed a covered investment 
                fund research report about such covered 
                investment fund or its securities; and
          (4) provide that a covered investment fund research 
        report shall not be subject to section 24(b) of the 
        Investment Company Act of 1940 (15 U.S.C. 80a-24(b)) or 
        the rules and regulations thereunder, except that such 
        report may still be subject to such section and the 
        rules and regulations thereunder to the extent that it 
        is otherwise not subject to the content standards in 
        the rules of any self-regulatory organization related 
        to research reports, including those contained in the 
        rules governing communications with the public 
        regarding investment companies or substantially similar 
        standards.
  (c) Rules of Construction.--Nothing in this Act shall be 
construed as in any way limiting--
          (1) the applicability of the antifraud or 
        antimanipulation provisions of the Federal securities 
        laws and rules adopted thereunder to a covered 
        investment fund research report, including section 17 
        of the Securities Act of 1933 (15 U.S.C. 77q), section 
        34(b) of the Investment Company Act of 1940 (15 U.S.C. 
        80a-33), and sections 9 and 10 of the Securities 
        Exchange Act of 1934 (15 U.S.C. 78i, 78j); or
          (2) the authority of any self-regulatory organization 
        to examine or supervise a member's practices in 
        connection with such member's publication or 
        distribution of a covered investment fund research 
        report for compliance with applicable provisions of the 
        Federal securities laws or self-regulatory organization 
        rules related to research reports, including those 
        contained in rules governing communications with the 
        public.
  (d) Interim Effectiveness of Safe Harbor.--
          (1) In general.--From and after the 120-day period 
        beginning on the date of enactment of this Act, if the 
        Commission has not adopted revisions to section 230.139 
        of title 17, Code of Federal Regulations, as required 
        by subsection (a), and until such time as the 
        Commission has done so, a broker or dealer distributing 
        or publishing a covered investment fund research report 
        after such date shall be able to rely on the provisions 
        of section 230.139 of title 17, Code of Federal 
        Regulations, and the broker or dealer's publication of 
        such report shall be deemed to satisfy the conditions 
        of subsection (a)(1) or (a)(2) of section 230.139 of 
        title 17, Code of Federal Regulations, if the covered 
        investment fund that is the subject of such report 
        satisfies the reporting history requirements (without 
        regard to Form S-3 or Form F-3 eligibility) and minimum 
        float provisions of such subsections for purposes of 
        the Commission's rules and regulations under the 
        Federal securities laws and the rules of any self-
        regulatory organization, as if revised and implemented 
        in accordance with subsections (a) and (b).
          (2) Status of covered investment fund.--After such 
        period and until the Commission has adopted revisions 
        to section 230.139 and FINRA has revised rule 2210, for 
        purposes of subsection (c)(7)(O) of such rule, a 
        covered investment fund shall be deemed to be a 
        security that is listed on a national securities 
        exchange and that is not subject to section 24(b) of 
        the Investment Company Act of 1940 (15 U.S.C. 80a-
        24(b)). Communications concerning only covered 
        investment funds that fall within the scope of such 
        section shall not be required to be filed with FINRA.
  (e) Definitions.--For purposes of this section:
          (1) The term ``covered investment fund research 
        report'' means a research report published or 
        distributed by a broker or dealer about a covered 
        investment fund or any securities issued by the covered 
        investment fund, but not including a research report to 
        the extent that it is published or distributed by the 
        covered investment fund or any affiliate of the covered 
        investment fund.
          (2) The term ``covered investment fund'' means--
                  (A) an investment company registered under, 
                or that has filed an election to be treated as 
                a business development company under, the 
                Investment Company Act of 1940 and that has 
                filed a registration statement under the 
                Securities Act of 1933 for the public offering 
                of a class of its securities, which 
                registration statement has been declared 
                effective by the Commission; and
                  (B) a trust or other person--
                          (i) issuing securities in an offering 
                        registered under the Securities Act of 
                        1933 and which class of securities is 
                        listed for trading on a national 
                        securities exchange;
                          (ii) the assets of which consist 
                        primarily of commodities, currencies, 
                        or derivative instruments that 
                        reference commodities or currencies, or 
                        interests in the foregoing; and
                          (iii) that provides in its 
                        registration statement under the 
                        Securities Act of 1933 that a class of 
                        its securities are purchased or 
                        redeemed, subject to conditions or 
                        limitations, for a ratable share of its 
                        assets.
          (3) The term ``FINRA'' means the Financial Industry 
        Regulatory Authority.
          (4) The term ``research report'' has the meaning 
        given that term under section 2(a)(3) of the Securities 
        Act of 1933 (15 U.S.C. 77b(a)(3)), except that such 
        term shall not include an oral communication.
          (5) The term ``self-regulatory organization'' has the 
        meaning given to that term under section 3(a)(26) of 
        the Securities Exchange Act of 1934 (15 U.S.C. 
        78c(a)(26)).

               Subtitle F--Accelerating Access to Capital

SEC. 426. EXPANDED ELIGIBILITY FOR USE OF FORM S-3.

  Not later than 45 days after the date of the enactment of 
this Act, the Securities and Exchange Commission shall revise 
Form S-3--
          (1) so as to permit securities to be registered 
        pursuant to General Instruction I.B.1. of such form 
        provided that either--
                  (A) the aggregate market value of the voting 
                and non-voting common equity held by non-
                affiliates of the registrant is $75,000,000 or 
                more; or
                  (B) the registrant has at least one class of 
                common equity securities listed and registered 
                on a national securities exchange; and
          (2) so as to remove the requirement of paragraph (c) 
        from General Instruction I.B.6. of such form.

                  Subtitle G--Enhancing the RAISE Act

SEC. 431. CERTAIN ACCREDITED INVESTOR TRANSACTIONS.

  Section 4 of the Securities Act of 1933 (15 U.S.C. 77d) is 
amended--
          (1) by amending subsection (d) to read as follows:
  ``(d)(1) The transactions referred to in subsection (a)(7) 
are transactions where--
          ``(A) each purchaser is an accredited investor, as 
        that term is defined in section 230.501(a) of title 17, 
        Code of Federal Regulations (or any successor thereto); 
        and
          ``(B) if any securities sold in reliance on 
        subsection (a)(7) are offered by means of any general 
        solicitation or general advertising, all such sales are 
        made through a platform available only to accredited 
        investors.
  ``(2) Securities sold in reliance on subsection (a)(7) shall 
be deemed to have been acquired in a transaction not involving 
any public offering.
  ``(3) The exemption provided by this subsection shall not be 
available for a transaction where the seller is--
          ``(A) an issuer, its subsidiaries or parent;
          ``(B) an underwriter acting on behalf of the issuer, 
        its subsidiaries or parent, which receives compensation 
        from the issuer with respect to such sale; or
          ``(C) a dealer.
  ``(4) A transaction meeting the requirements of this 
subsection shall be deemed not to be a distribution for 
purposes of section 2(a)(11).''; and
          (2) by striking subsection (e).

             Subtitle H--Small Business Credit Availability

SEC. 436. BUSINESS DEVELOPMENT COMPANY OWNERSHIP OF SECURITIES OF 
                    INVESTMENT ADVISERS AND CERTAIN FINANCIAL 
                    COMPANIES.

  (a) In General.--Section 60 of the Investment Company Act of 
1940 (15 U.S.C. 80a-59) is amended--
          (1) by striking ``Notwithstanding'' and inserting 
        ``(a) Notwithstanding'';
          (2) by striking ``except that the Commission shall 
        not'' and inserting the following: ``except that--
          ``(1) section 12 shall not apply to the purchasing, 
        otherwise acquiring, or holding by a business 
        development company of any security issued by, or any 
        other interest in the business of, any person who is an 
        investment adviser registered under title II of this 
        Act, who is an investment adviser to an investment 
        company, or who is an eligible portfolio company; and
          ``(2) the Commission shall not'';
          (3) by adding at the end the following:
  ``(b) Nothing in this section shall prevent the Commission 
from issuing rules to address potential conflicts of interest 
between business development companies and investment 
advisers.''.
  (b) Definition of Eligible Portfolio Company.--Section 
2(a)(46)(B) of the Investment Company Act of 1940 (15 U.S.C. 
80a-2(a)(46)(B)) is amended by inserting before the semicolon 
the following: ``(unless it is described in paragraph (2), (3), 
(4), (5), (6), or (9) of such section)''.
  (c) Investment Threshold.--Section 55(a) of the Investment 
Company Act of 1940 is amended by inserting before the colon 
the following: ``, provided that no more than 50 percent of its 
total assets are assets described in section 3(c)''.

SEC. 437. EXPANDING ACCESS TO CAPITAL FOR BUSINESS DEVELOPMENT 
                    COMPANIES.

  (a) In General.--Section 61(a) of the Investment Company Act 
of 1940 (15 U.S.C. 80a-60(a)) is amended--
          (1) by redesignating paragraphs (2) through (4) as 
        paragraphs (3) through (5), respectively;
          (2) by striking paragraph (1) and inserting the 
        following:
          ``(1) Except as provided in paragraph (2), the asset 
        coverage requirements of subparagraphs (A) and (B) of 
        section 18(a)(1) (and any related rule promulgated 
        under this Act) applicable to business development 
        companies shall be 200 percent.
          ``(2) The asset coverage requirements of 
        subparagraphs (A) and (B) of section 18(a)(1) and of 
        subparagraphs (A) and (B) of section 18(a)(2) (and any 
        related rule promulgated under this Act) applicable to 
        a business development company shall be 150 percent 
        if--
                  ``(A) within five business days of the 
                approval of the adoption of the asset coverage 
                requirements described in clause (ii), the 
                business development company discloses such 
                approval and the date of its effectiveness in a 
                Form 8-K filed with the Commission and in a 
                notice on its website and discloses in its 
                periodic filings made under section 13 of the 
                Securities and Exchange Act of 1934 (15 U.S.C. 
                78m)--
                          ``(i) the aggregate value of the 
                        senior securities issued by such 
                        company and the asset coverage 
                        percentage as of the date of such 
                        company's most recent financial 
                        statements; and
                          ``(ii) that such company has adopted 
                        the asset coverage requirements of this 
                        subparagraph and the effective date of 
                        such requirements;
                  ``(B) with respect to a business development 
                company that issues equity securities that are 
                registered on a national securities exchange, 
                the periodic filings of the company under 
                section 13(a) of the Securities Exchange Act of 
                1934 (15 U.S.C. 78m) include disclosures 
                reasonably designed to ensure that shareholders 
                are informed of--
                          ``(i) the amount of indebtedness and 
                        asset coverage ratio of the company, 
                        determined as of the date of the 
                        financial statements of the company 
                        dated on or most recently before the 
                        date of such filing; and
                          ``(ii) the principal risk factors 
                        associated with such indebtedness, to 
                        the extent such risk is incurred by the 
                        company; and
                  ``(C)(i) the application of this paragraph to 
                the company is approved by the required 
                majority (as defined in section 57(o)) of the 
                directors of or general partners of such 
                company who are not interested persons of the 
                business development company, which application 
                shall become effective on the date that is 1 
                year after the date of the approval, and, with 
                respect to a business development company that 
                issues equity securities that are not 
                registered on a national securities exchange, 
                the company extends, to each person who is a 
                shareholder as of the date of the approval, an 
                offer to repurchase the equity securities held 
                by such person as of such approval date, with 
                25 percent of such securities to be repurchased 
                in each of the four quarters following such 
                approval date; or
                  ``(ii) the company obtains, at a special or 
                annual meeting of shareholders or partners at 
                which a quorum is present, the approval of more 
                than 50 percent of the votes cast of the 
                application of this paragraph to the company, 
                which application shall become effective on the 
                date immediately after the date of the 
                approval.'';
          (3) in paragraph (3) (as redesignated), by inserting 
        ``or which is a stock'' after ``indebtedness'';
          (4) in subparagraph (A) of paragraph (4) (as 
        redesignated)--
                  (A) in the matter preceding clause (i), by 
                striking ``voting''; and
                  (B) by amending clause (iii) to read as 
                follows:
                          ``(iii) the exercise or conversion 
                        price at the date of issuance of such 
                        warrants, options, or rights is not 
                        less than--
                                  ``(I) the market value of the 
                                securities issuable upon the 
                                exercise of such warrants, 
                                options, or rights at the date 
                                of issuance of such warrants, 
                                options, or rights; or
                                  ``(II) if no such market 
                                value exists, the net asset 
                                value of the securities 
                                issuable upon the exercise of 
                                such warrants, options, or 
                                rights at the date of issuance 
                                of such warrants, options, or 
                                rights; and''; and
          (5) by adding at the end the following:
          ``(6)(A) Except as provided in subparagraph (B), the 
        following shall not apply to a business development 
        company:
                  ``(i) Subparagraphs (C) and (D) of section 
                18(a)(2).
                  ``(ii) Subparagraph (E) of section 18(a)(2), 
                to the extent such subparagraph requires any 
                priority over any other class of stock as to 
                distribution of assets upon liquidation.
                  ``(iii) With respect to a senior security 
                which is a stock, subsections (c) and (i) of 
                section 18.
          ``(B) Subparagraph (A) shall not apply with respect 
        to preferred stock issued to a person who is not known 
        by the company to be a qualified institutional buyer 
        (as defined in section 3(a) of the Securities Exchange 
        Act of 1934).''.
  (b) Conforming Amendments.--The Investment Company Act of 
1940 (15 U.S.C. 80a-1 et seq.) is amended--
          (1) in section 57--
                  (A) in subsection (j)(1), by striking 
                ``section 61(a)(3)(B)'' and inserting ``section 
                61(a)(4)(B)''; and
                  (B) in subsection (n)(2), by striking 
                ``section 61(a)(3)(B)'' and inserting ``section 
                61(a)(4)(B)''; and
          (2) in section 63(3), by striking ``section 
        61(a)(3)'' and inserting ``section 61(a)(4)''.

SEC. 438. PARITY FOR BUSINESS DEVELOPMENT COMPANIES REGARDING OFFERING 
                    AND PROXY RULES.

  (a) Revision to Rules.--Not later than 1 year after the date 
of enactment of this Act, the Securities and Exchange 
Commission shall revise any rules to the extent necessary to 
allow a business development company that has filed an election 
pursuant to section 54 of the Investment Company Act of 1940 
(15 U.S.C. 80a-53) to use the securities offering and proxy 
rules that are available to other issuers that are required to 
file reports under section 13 or section 15(d) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78m; 78o(d)). Any 
action that the Commission takes pursuant to this subsection 
shall include the following:
          (1) The Commission shall revise rule 405 under the 
        Securities Act of 1933 (17 C.F.R. 230.405)--
                  (A) to remove the exclusion of a business 
                development company from the definition of a 
                well-known seasoned issuer provided by that 
                rule; and
                  (B) to add registration statements filed on 
                Form N-2 to the definition of automatic shelf 
                registration statement provided by that rule.
          (2) The Commission shall revise rules 168 and 169 
        under the Securities Act of 1933 (17 C.F.R. 230.168 and 
        230.169) to remove the exclusion of a business 
        development company from an issuer that can use the 
        exemptions provided by those rules.
          (3) The Commission shall revise rules 163 and 163A 
        under the Securities Act of 1933 (17 C.F.R. 230.163 and 
        230.163A) to remove a business development company from 
        the list of issuers that are ineligible to use the 
        exemptions provided by those rules.
          (4) The Commission shall revise rule 134 under the 
        Securities Act of 1933 (17 C.F.R. 230.134) to remove 
        the exclusion of a business development company from 
        that rule.
          (5) The Commission shall revise rules 138 and 139 
        under the Securities Act of 1933 (17 C.F.R. 230.138 and 
        230.139) to specifically include a business development 
        company as an issuer to which those rules apply.
          (6) The Commission shall revise rule 164 under the 
        Securities Act of 1933 (17 C.F.R. 230.164) to remove a 
        business development company from the list of issuers 
        that are excluded from that rule.
          (7) The Commission shall revise rule 433 under the 
        Securities Act of 1933 (17 C.F.R. 230.433) to 
        specifically include a business development company 
        that is a well-known seasoned issuer as an issuer to 
        which that rule applies.
          (8) The Commission shall revise rule 415 under the 
        Securities Act of 1933 (17 C.F.R. 230.415)--
                  (A) to state that the registration for 
                securities provided by that rule includes 
                securities registered by a business development 
                company on Form N-2; and
                  (B) to provide an exception for a business 
                development company from the requirement that a 
                Form N-2 registrant must furnish the 
                undertakings required by item 34.4 of Form N-2.
          (9) The Commission shall revise rule 497 under the 
        Securities Act of 1933 (17 C.F.R. 230.497) to include a 
        process for a business development company to file a 
        form of prospectus that is parallel to the process for 
        filing a form of prospectus under rule 424(b).
          (10) The Commission shall revise rules 172 and 173 
        under the Securities Act of 1933 (17 C.F.R. 230.172 and 
        230.173) to remove the exclusion of an offering of a 
        business development company from those rules.
          (11) The Commission shall revise rule 418 under the 
        Securities Act of 1933 (17 C.F.R. 230.418) to provide 
        that a business development company that would 
        otherwise meet the eligibility requirements of General 
        Instruction I.A of Form S-3 shall be exempt from 
        paragraph (a)(3) of that rule.
          (12) The Commission shall revise rule 14a-101 under 
        the Securities Exchange Act of 1934 (17 C.F.R. 240.14a-
        101) to provide that a business development company 
        that would otherwise meet the requirements of General 
        Instruction I.A of Form S-3 shall be deemed to meet the 
        requirements of Form S-3 for purposes of Schedule 14A.
          (13) The Commission shall revise rule 103 under 
        Regulation FD (17 C.F.R. 243.103) to provide that 
        paragraph (a) of that rule applies for purposes of Form 
        N-2.
  (b) Revision to Form N-2.--Not later than 1 year after the 
date of enactment of this Act, the Commission shall revise Form 
N-2--
          (1) to include an item or instruction that is similar 
        to item 12 on Form S-3 to provide that a business 
        development company that would otherwise meet the 
        requirements of Form S-3 shall incorporate by reference 
        its reports and documents filed under the Securities 
        Exchange Act of 1934 into its registration statement 
        filed on Form N-2; and
          (2) to include an item or instruction that is similar 
        to the instruction regarding automatic shelf offerings 
        by well-known seasoned issuers on Form S-3 to provide 
        that a business development company that is a well-
        known seasoned issuer may file automatic shelf 
        offerings on Form N-2.
  (c) Treatment if Revisions Not Completed in Timely Manner.--
If the Commission fails to complete the revisions required by 
subsections (a) and (b) by the time required by such 
subsections, a business development company shall be entitled 
to treat such revisions as having been completed in accordance 
with the actions required to be taken by the Commission by such 
subsections until such time as such revisions are completed by 
the Commission.
  (d) Rule of Construction.--Any reference in this section to a 
rule or form means such rule or form or any successor rule or 
form.

                    Subtitle I--Fostering Innovation

SEC. 441. TEMPORARY EXEMPTION FOR LOW-REVENUE ISSUERS.

  Section 404 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 
7262) is amended by adding at the end the following:
  ``(d) Temporary Exemption for Low-Revenue Issuers.--
          ``(1) Low-revenue exemption.--Subsection (b) shall 
        not apply with respect to an audit report prepared for 
        an issuer that--
                  ``(A) ceased to be an emerging growth company 
                on the last day of the fiscal year of the 
                issuer following the fifth anniversary of the 
                date of the first sale of common equity 
                securities of the issuer pursuant to an 
                effective registration statement under the 
                Securities Act of 1933;
                  ``(B) had average annual gross revenues of 
                less than $50,000,000 as of its most recently 
                completed fiscal year; and
                  ``(C) is not a large accelerated filer.
          ``(2) Expiration of temporary exemption.--An issuer 
        ceases to be eligible for the exemption described under 
        paragraph (1) at the earliest of--
                  ``(A) the last day of the fiscal year of the 
                issuer following the tenth anniversary of the 
                date of the first sale of common equity 
                securities of the issuer pursuant to an 
                effective registration statement under the 
                Securities Act of 1933;
                  ``(B) the last day of the fiscal year of the 
                issuer during which the average annual gross 
                revenues of the issuer exceed $50,000,000; or
                  ``(C) the date on which the issuer becomes a 
                large accelerated filer.
          ``(3) Definitions.--For purposes of this subsection:
                  ``(A) Average annual gross revenues.--The 
                term `average annual gross revenues' means the 
                total gross revenues of an issuer over its most 
                recently completed three fiscal years divided 
                by three.
                  ``(B) Emerging growth company.--The term 
                `emerging growth company' has the meaning given 
                such term under section 3 of the Securities 
                Exchange Act of 1934 (15 U.S.C. 78c).
                  ``(C) Large accelerated filer.--The term 
                `large accelerated filer' has the meaning given 
                that term under section 240.12b-2 of title 17, 
                Code of Federal Regulations, or any successor 
                thereto.''.

        Subtitle J--Small Business Capital Formation Enhancement

SEC. 446. ANNUAL REVIEW OF GOVERNMENT-BUSINESS FORUM ON CAPITAL 
                    FORMATION.

  Section 503 of the Small Business Investment Incentive Act of 
1980 (15 U.S.C. 80c-1) is amended by adding at the end the 
following:
  ``(e) The Commission shall--
          ``(1) review the findings and recommendations of the 
        forum; and
          ``(2) each time the forum submits a finding or 
        recommendation to the Commission, promptly issue a 
        public statement--
                  ``(A) assessing the finding or recommendation 
                of the forum; and
                  ``(B) disclosing the action, if any, the 
                Commission intends to take with respect to the 
                finding or recommendation.''.

              Subtitle K--Helping Angels Lead Our Startups

SEC. 451. DEFINITION OF ANGEL INVESTOR GROUP.

  As used in this subtitle, the term ``angel investor group'' 
means any group that--
          (1) is composed of accredited investors interested in 
        investing personal capital in early-stage companies;
          (2) holds regular meetings and has defined processes 
        and procedures for making investment decisions, either 
        individually or among the membership of the group as a 
        whole; and
          (3) is neither associated nor affiliated with 
        brokers, dealers, or investment advisers.

SEC. 452. CLARIFICATION OF GENERAL SOLICITATION.

  (a) In General.--Not later than 6 months after the date of 
enactment of this Act, the Securities and Exchange Commission 
shall revise Regulation D of its rules (17 C.F.R. 230.500 et 
seq.) to require that in carrying out the prohibition against 
general solicitation or general advertising contained in 
section 230.502(c) of title 17, Code of Federal Regulations, 
the prohibition shall not apply to a presentation or other 
communication made by or on behalf of an issuer which is made 
at an event--
          (1) sponsored by--
                  (A) the United States or any territory 
                thereof, by the District of Columbia, by any 
                State, by a political subdivision of any State 
                or territory, or by any agency or public 
                instrumentality of any of the foregoing;
                  (B) a college, university, or other 
                institution of higher education;
                  (C) a nonprofit organization;
                  (D) an angel investor group;
                  (E) a venture forum, venture capital 
                association, or trade association; or
                  (F) any other group, person or entity as the 
                Securities and Exchange Commission may 
                determine by rule;
          (2) where any advertising for the event does not 
        reference any specific offering of securities by the 
        issuer;
          (3) the sponsor of which--
                  (A) does not make investment recommendations 
                or provide investment advice to event 
                attendees;
                  (B) does not engage in an active role in any 
                investment negotiations between the issuer and 
                investors attending the event;
                  (C) does not charge event attendees any fees 
                other than administrative fees; and
                  (D) does not receive any compensation with 
                respect to such event that would require 
                registration of the sponsor as a broker or a 
                dealer under the Securities Exchange Act of 
                1934, or as an investment advisor under the 
                Investment Advisers Act of 1940; and
          (4) where no specific information regarding an 
        offering of securities by the issuer is communicated or 
        distributed by or on behalf of the issuer, other than--
                  (A) that the issuer is in the process of 
                offering securities or planning to offer 
                securities;
                  (B) the type and amount of securities being 
                offered;
                  (C) the amount of securities being offered 
                that have already been subscribed for; and
                  (D) the intended use of proceeds of the 
                offering.
  (b) Rule of Construction.--Subsection (a) may only be 
construed as requiring the Securities and Exchange Commission 
to amend the requirements of Regulation D with respect to 
presentations and communications, and not with respect to 
purchases or sales.

                     Subtitle L--Main Street Growth

SEC. 456. VENTURE EXCHANGES.

  (a) Securities Exchange Act of 1934.--Section 6 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78f) is amended by 
adding at the end the following:
  ``(m) Venture Exchange.--
          ``(1) Registration.--
                  ``(A) In general.--A national securities 
                exchange may elect to be treated (or for a 
                listing tier of such exchange to be treated) as 
                a venture exchange by notifying the Commission 
                of such election, either at the time the 
                exchange applies to be registered as a national 
                securities exchange or after registering as a 
                national securities exchange.
                  ``(B) Determination time period.--With 
                respect to a securities exchange electing to be 
                treated (or for a listing tier of such exchange 
                to be treated) as a venture exchange--
                          ``(i) at the time the exchange 
                        applies to be registered as a national 
                        securities exchange, such application 
                        and election shall be deemed to have 
                        been approved by the Commission unless 
                        the Commission denies such application 
                        before the end of the 6-month period 
                        beginning on the date the Commission 
                        received such application; and
                          ``(ii) after registering as a 
                        national securities exchange, such 
                        election shall be deemed to have been 
                        approved by the Commission unless the 
                        Commission denies such approval before 
                        the end of the 6-month period beginning 
                        on the date the Commission received 
                        notification of such election.
          ``(2) Powers and restrictions.--A venture exchange--
                  ``(A) may only constitute, maintain, or 
                provide a market place or facilities for 
                bringing together purchasers and sellers of 
                venture securities;
                  ``(B) may determine the increment to be used 
                for quoting and trading venture securities on 
                the exchange;
                  ``(C) shall disseminate last sale and 
                quotation information on terms that are fair 
                and reasonable and not unreasonably 
                discriminatory;
                  ``(D) may choose to carry out periodic 
                auctions for the sale of a venture security 
                instead of providing continuous trading of the 
                venture security; and
                  ``(E) may not extend unlisted trading 
                privileges to any venture security.
          ``(3) Exemptions from certain national security 
        exchange regulations.--A venture exchange shall not be 
        required to--
                  ``(A) comply with any of sections 242.600 
                through 242.612 of title 17, Code of Federal 
                Regulations;
                  ``(B) comply with any of sections 242.300 
                through 242.303 of title 17, Code of Federal 
                Regulations;
                  ``(C) submit any data to a securities 
                information processor; or
                  ``(D) use decimal pricing.
          ``(4) Treatment of certain exempted securities.--A 
        security that is exempt from registration pursuant to 
        section 3(b) of the Securities Act of 1933 shall be 
        exempt from section 12(a) of this title with respect to 
        the trading of such security on a venture exchange, if 
        the issuer of such security is in compliance with all 
        disclosure obligations of such section 3(b) and the 
        regulations issued under such section.
          ``(5) Definitions.--For purposes of this subsection:
                  ``(A) Early-stage, growth company.--
                          ``(i) In general.--The term `early-
                        stage, growth company' means an 
                        issuer--
                                  ``(I) that has not made an 
                                initial public offering of any 
                                securities of the issuer; and
                                  ``(II) with a market 
                                capitalization of 
                                $1,000,000,000 (as such amount 
                                is indexed for inflation every 
                                5 years by the Commission to 
                                reflect the change in the 
                                Consumer Price Index for All 
                                Urban Consumers published by 
                                the Bureau of Labor Statistics, 
                                setting the threshold to the 
                                nearest $1,000,000) or less.
                          ``(ii) Treatment when market 
                        capitalization exceeds threshold.--
                                  ``(I) In general.--In the 
                                case of an issuer that is an 
                                early-stage, growth company the 
                                securities of which are traded 
                                on a venture exchange, such 
                                issuer shall not cease to be an 
                                early-stage, growth company by 
                                reason of the market 
                                capitalization of such issuer 
                                exceeding the threshold 
                                specified in clause (i)(II) 
                                until the end of the period of 
                                24 consecutive months during 
                                which the market capitalization 
                                of such issuer exceeds 
                                $2,000,000,000 (as such amount 
                                is indexed for inflation every 
                                5 years by the Commission to 
                                reflect the change in the 
                                Consumer Price Index for All 
                                Urban Consumers published by 
                                the Bureau of Labor Statistics, 
                                setting the threshold to the 
                                nearest $1,000,000).
                                  ``(II) Exemptions.--If an 
                                issuer would cease to be an 
                                early-stage, growth company 
                                under subclause (I), the 
                                venture exchange may, at the 
                                request of the issuer, exempt 
                                the issuer from the market 
                                capitalization requirements of 
                                this subparagraph for the 1-
                                year period that begins on the 
                                day after the end of the 24-
                                month period described in such 
                                subclause. The venture exchange 
                                may, at the request of the 
                                issuer, extend the exemption 
                                for 1 additional year.
                  ``(B) Venture security.--The term `venture 
                security' means--
                          ``(i) securities of an early-stage, 
                        growth company that are exempt from 
                        registration pursuant to section 3(b) 
                        of the Securities Act of 1933; and
                          ``(ii) securities of an emerging 
                        growth company.''.
  (b) Securities Act of 1933.--Section 18(b)(1) of the 
Securities Act of 1933 (15 U.S.C. 77r(b)(1)) is amended--
          (1) in subparagraph (B), by striking ``or'' at the 
        end;
          (2) in subparagraph (C), by striking the period and 
        inserting ``; or''; and
          (3) by adding at the end the following:
                  ``(D) a venture security, as defined under 
                section 6(m)(5) of the Securities Exchange Act 
                of 1934.''.
  (c) Sense of Congress.--It is the sense of the Congress that 
the Securities and Exchange Commission should--
          (1) when necessary or appropriate in the public 
        interest and consistent with the protection of 
        investors, make use of the Commission's general 
        exemptive authority under section 36 of the Securities 
        Exchange Act of 1934 (15 U.S.C. 78mm) with respect to 
        the provisions added by this section; and
          (2) if the Commission determines appropriate, create 
        an Office of Venture Exchanges within the Commission's 
        Division of Trading and Markets.
  (d) Rule of Construction.--Nothing in this section or the 
amendments made by this section shall be construed to impair or 
limit the construction of the antifraud provisions of the 
securities laws (as defined in section 3(a) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c(a))) or the authority of 
the Securities and Exchange Commission under those provisions.
  (e) Effective Date for Tiers of Existing National Securities 
Exchanges.--In the case of a securities exchange that is 
registered as a national securities exchange under section 6 of 
the Securities Exchange Act of 1934 (15 U.S.C. 78f) on the date 
of the enactment of this Act, any election for a listing tier 
of such exchange to be treated as a venture exchange under 
subsection (m) of such section shall not take effect before the 
date that is 180 days after such date of enactment.

                 Subtitle M--Micro Offering Safe Harbor

SEC. 461. EXEMPTIONS FOR MICRO-OFFERINGS.

  (a) In General.--Section 4 of the Securities Act of 1933 (15 
U.S.C. 77d) is amended--
          (1) in subsection (a), by adding at the end the 
        following:
          ``(8) transactions meeting the requirements of 
        subsection (e).''; and
          (2) as amended by section 431(2), by inserting after 
        subsection (d) the following:
  ``(e) Certain Micro-Offerings.--The transactions referred to 
in subsection (a)(8) are transactions involving the sale of 
securities by an issuer (including all entities controlled by 
or under common control with the issuer) that meet all of the 
following requirements:
          ``(1) Pre-existing relationship.--Each purchaser has 
        a substantive pre-existing relationship with an officer 
        of the issuer, a director of the issuer, or a 
        shareholder holding 10 percent or more of the shares of 
        the issuer.
          ``(2) 35 or fewer purchasers.--There are no more 
        than, or the issuer reasonably believes that there are 
        no more than, 35 purchasers of securities from the 
        issuer that are sold in reliance on the exemption 
        provided under subsection (a)(8) during the 12-month 
        period preceding such transaction.
          ``(3) Small offering amount.--The aggregate amount of 
        all securities sold by the issuer, including any amount 
        sold in reliance on the exemption provided under 
        subsection (a)(8), during the 12-month period preceding 
        such transaction, does not exceed $500,000.''.
  (b) Exemption Under State Regulations.--Section 18(b)(4) of 
the Securities Act of 1933 (15 U.S.C. 77r(b)(4)) is amended--
          (1) in subparagraph (F), by striking ``or'' at the 
        end;
          (2) in subparagraph (G), by striking the period and 
        inserting ``; or''; and
          (3) by adding at the end the following:
                  ``(H) section 4(a)(8).''.

               Subtitle N--Private Placement Improvement

SEC. 466. REVISIONS TO SEC REGULATION D.

  Not later than 45 days following the date of the enactment of 
this Act, the Securities and Exchange Commission shall revise 
Regulation D (17 C.F.R. 501 et seq.) in accordance with the 
following:
          (1) The Commission shall revise Form D filing 
        requirements to require an issuer offering or selling 
        securities in reliance on an exemption provided under 
        Rule 506 of Regulation D to file with the Commission a 
        single notice of sales containing the information 
        required by Form D for each new offering of securities 
        no earlier than 15 days after the date of the first 
        sale of securities in the offering. The Commission 
        shall not require such an issuer to file any notice of 
        sales containing the information required by Form D 
        except for the single notice described in the previous 
        sentence.
          (2) The Commission shall make the information 
        contained in each Form D filing available to the 
        securities commission (or any agency or office 
        performing like functions) of each State and territory 
        of the United States and the District of Columbia.
          (3) The Commission shall not condition the 
        availability of any exemption for an issuer under Rule 
        506 of Regulation D (17 C.F.R. 230.506) on the issuer's 
        or any other person's filing with the Commission of a 
        Form D or any similar report.
          (4) The Commission shall not require issuers to 
        submit written general solicitation materials to the 
        Commission in connection with a Rule 506(c) offering, 
        except when the Commission requests such materials 
        pursuant to the Commission's authority under section 8A 
        or section 20 of the Securities Act of 1933 (15 U.S.C. 
        77h-1 or 77t) or section 9, 10(b), 21A, 21B, or 21C of 
        the Securities Exchange Act of 1934 (15 U.S.C. 78i, 
        78j(b), 78u-1, 78u-2, or 78u-3).
          (5) The Commission shall not extend the requirements 
        contained in Rule 156 to private funds.
          (6) The Commission shall revise Rule 501(a) of 
        Regulation D to provide that a person who is a 
        ``knowledgeable employee'' of a private fund or the 
        fund's investment adviser, as defined in Rule 3c-
        5(a)(4) (17 C.F.R. 270.3c-5(a)(4)), shall be an 
        accredited investor for purposes of a Rule 506 offering 
        of a private fund with respect to which the person is a 
        knowledgeable employee.

              Subtitle O--Supporting America's Innovators

SEC. 471. INVESTOR LIMITATION FOR QUALIFYING VENTURE CAPITAL FUNDS.

  Section 3(c)(1) of the Investment Company Act of 1940 (15 
U.S.C. 80a-3(c)(1)) is amended--
          (1) by inserting after ``one hundred persons'' the 
        following: ``(or, with respect to a qualifying venture 
        capital fund, 500 persons)''; and
          (2) by adding at the end the following:
                  ``(C) The term `qualifying venture capital 
                fund' means any venture capital fund (as 
                defined pursuant to section 203(l)(1) of the 
                Investment Advisers Act of 1940 (15 U.S.C. 80b-
                3(l)(1)) with no more than $50,000,000 in 
                aggregate capital contributions and uncalled 
                committed capital, as such dollar amount is 
                annually adjusted by the Commission to reflect 
                the change in the Consumer Price Index for All 
                Urban Consumers published by the Bureau of 
                Labor Statistics of the Department of Labor.''.

                      Subtitle P--Fix Crowdfunding

SEC. 476. CROWDFUNDING EXEMPTION.

  (a) Securities Act of 1933.--Section 4(a) of the Securities 
Act of 1933 (15 U.S.C. 77d) is amended by striking paragraph 
(6) and inserting the following:
          ``(6) transactions involving the offer or sale of 
        securities by an issuer, provided that--
                  ``(A) in the case of a transaction involving 
                an intermediary between the issuer and the 
                investor, such intermediary complies with the 
                requirements under section 4A(a); and
                  ``(B) in the case of a transaction not 
                involving an intermediary between the issuer 
                and the investor, the issuer complies with the 
                requirements under section 4A(b).''.
  (b) Requirements to Qualify for Crowdfunding Exemption.--
Section 4A of the Securities Act of 1933 (15 U.S.C. 77d-1) is 
amended to read as follows:

``SEC. 4A. REQUIREMENTS WITH RESPECT TO CERTAIN SMALL TRANSACTIONS.

  ``(a) Requirements on Intermediaries.--For purposes of 
section 4(a)(6), a person acting as an intermediary in a 
transaction involving the offer or sale of securities shall 
comply with the requirements of this subsection if the 
intermediary--
          ``(1) warns investors, including on the 
        intermediary's website used for the offer and sale of 
        such securities, of the speculative nature generally 
        applicable to investments in startups, emerging 
        businesses, and small issuers, including risks in the 
        secondary market related to illiquidity;
          ``(2) warns investors that they are subject to the 
        restriction on sales requirement described under 
        subsection (e);
          ``(3) takes reasonable measures to reduce the risk of 
        fraud with respect to such transaction;
          ``(4) registers with the Commission and the Financial 
        Industry Regulatory Authority, including by providing 
        the Commission with the intermediary's physical 
        address, website address, and the names of the 
        intermediary and employees of the intermediary, and 
        keep such information up-to-date;
          ``(5) provides the Commission with continuous 
        investor-level access to the intermediary's website;
          ``(6) requires each potential investor to answer 
        questions demonstrating--
                  ``(A) an understanding of the level of risk 
                generally applicable to investments in 
                startups, emerging businesses, and small 
                issuers;
                  ``(B) an understanding of the risk of 
                illiquidity; and
                  ``(C) such other areas as the Commission may 
                determine appropriate by rule or regulation, 
                including information relating to the owners' 
                and management's experience, and any related 
                party transactions and conflicts of interest;
          ``(7) carries out a background check on the issuer's 
        principals;
          ``(8) provides the Commission and potential investors 
        with notice of the offering not less than 10 days prior 
        to such offering, not later than the first day 
        securities are offered to potential investors, 
        including--
                  ``(A) the issuer's name, legal status, 
                physical address, and website address;
                  ``(B) the names of the issuer's principals;
                  ``(C) the stated purpose and intended use of 
                the proceeds of the offering sought by the 
                issuer; and
                  ``(D) the target offering amount and the 
                deadline to reach the target offering amount;
          ``(9) outsources cash-management functions to a 
        qualified third party custodian, such as a broker or 
        dealer registered under section 15(b)(1) of the 
        Securities Exchange Act of 1934, a trust company, or an 
        insured depository institution;
          ``(10) makes available on the intermediary's website 
        a method of communication that permits the issuer and 
        investors to communicate with one another; and
          ``(11) provides the Commission with a notice upon 
        completion of the offering, which shall include the 
        aggregate offering amount and the number of purchasers.
  ``(b) Requirements on Issuers if No Intermediary.--For 
purposes of section 4(a)(6), an issuer who offers or sells 
securities without an intermediary shall comply with the 
requirements of this subsection if the issuer--
          ``(1) warns investors, including on the issuer's 
        website, of the speculative nature generally applicable 
        to investments in startups, emerging businesses, and 
        small issuers, including risks in the secondary market 
        related to illiquidity;
          ``(2) warns investors that they are subject to the 
        restriction on sales requirement described under 
        subsection (e);
          ``(3) takes reasonable measures to reduce the risk of 
        fraud with respect to such transaction;
          ``(4) provides the Commission with the issuer's 
        physical address, website address, and the names of the 
        principals and employees of the issuers, and keeps such 
        information up-to-date;
          ``(5) provides the Commission with continuous 
        investor-level access to the issuer's website;
          ``(6) requires each potential investor to answer 
        questions demonstrating--
                  ``(A) an understanding of the level of risk 
                generally applicable to investments in 
                startups, emerging businesses, and small 
                issuers;
                  ``(B) an understanding of the risk of 
                illiquidity; and
                  ``(C) such other areas as the Commission may 
                determine appropriate by rule or regulation;
          ``(7) provides the Commission with notice of the 
        offering not less than 10 days prior to such offering, 
        not later than the first day securities are offered to 
        potential investors, including--
                  ``(A) the stated purpose and intended use of 
                the proceeds of the offering sought by the 
                issuer; and
                  ``(B) the target offering amount and the 
                deadline to reach the target offering amount;
          ``(8) outsources cash-management functions to a 
        qualified third party custodian, such as a broker or 
        dealer registered under section 15(b)(1) of the 
        Securities Exchange Act of 1934, a trust company, or an 
        insured depository institution;
          ``(9) makes available on the issuer's website a 
        method of communication that permits the issuer and 
        investors to communicate with one another;
          ``(10) does not offer personalized investment advice;
          ``(11) provides the Commission with a notice upon 
        completion of the offering, which shall include the 
        aggregate offering amount and the number of purchasers; 
        and
  ``(c) Verification of Income.--For purposes of section 
4(a)(6), an issuer or intermediary may rely on certifications 
as to annual income provided by the person to whom the 
securities are sold to verify the investor's income.
  ``(d) Information Available to States.--The Commission shall 
make the notices described under subsections (a)(9), (a)(13), 
(b)(8), and (b)(13) and the information described under 
subsections (a)(4) and (b)(4) available to the States.
  ``(e) Restriction on Sales.--With respect to a transaction 
involving the issuance of securities described under section 
4(a)(6), a purchaser may not transfer such securities during 
the 1-year period beginning on the date of purchase, unless 
such securities are sold to--
          ``(1) the issuer of such securities; or
          ``(2) an accredited investor.
  ``(f) Construction.--
          ``(1) No registration as broker.--With respect to a 
        transaction described under section 4(a)(6) involving 
        an intermediary, such intermediary shall not be 
        required to register as a broker under section 15(a)(1) 
        of the Securities Exchange Act of 1934 solely by reason 
        of participation in such transaction.
          ``(2) No preclusion of other capital raising.--
        Nothing in this section or section 4(a)(6) shall be 
        construed as preventing an issuer from raising capital 
        through methods not described under section 4(a)(6).''.
  (c) Rulemaking.--Not later than 180 days after the date of 
enactment of this Act, the Securities and Exchange Commission 
shall issue or revise such rules as may be necessary to carry 
out section 4A of the Securities Act of 1933, ans amended by 
this Act. In issuing or revising such rules, the Commission 
shall consider the costs and benefits of the action.
  (d) Disqualification.--Not later than 180 days after the date 
of enactment of this Act, the Securities and Exchange 
Commission shall by rule or regulation establish 
disqualification provisions under which an issuer shall not be 
eligible to utilize the exemption under section 4(a)(6) of the 
Securities Act of 1933 (as amended by this Act) based on the 
disciplinary history of the issuer or its predecessors, 
affiliates, officers, directors, or persons fulfilling similar 
roles. The Commission shall also establish disqualification 
provisions under which an intermediary shall not be eligible to 
act as an intermediary in connection with an offering utilizing 
the exemption under section 4(a)(6) of the Securities Act of 
1933 based on the disciplinary history of the intermediary or 
its predecessors, affiliates, officers, directors, or persons 
fulfilling similar roles. Such provisions shall be 
substantially similar to the disqualification provisions 
contained in the regulations adopted in accordance with section 
926 of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (15 U.S.C. 77d note).

SEC. 477. EXCLUSION OF CROWDFUNDING INVESTORS FROM SHAREHOLDER CAP.

  Section 12(g)(5) of the Securities Exchange Act of 1934 (15 
U.S.C. 78l(g)(5)) is amended--
          (1) by striking ``(5) For the purposes'' and 
        inserting:
          ``(5) Definitions.--
                  ``(A) In general.--For the purposes''; and
          (2) by adding at the end the following:
                  ``(B) Exclusion for persons holding certain 
                securities.--For purposes of this subsection, 
                securities held by persons who purchase such 
                securities in transactions described under 
                section 4(a)(6) of the Securities Act of 1933 
                shall not be deemed to be `held of record'.''.

SEC. 478. PREEMPTION OF STATE LAW.

  (a) In General.--Section 18(b)(4)(C) of the Securities Act of 
1933 (15 U.S.C. 77r(b)(4)(C)) is amended by striking ``section 
4(6)'' and inserting ``section 4(a)(6)''.
  (b) Clarification of the Preservation of State Enforcement 
Authority.--
          (1) In general.--The amendments made by section 
        305(a) of the Jumpstart Our Business Startups Act, as 
        amended by subsection (a), relate solely to State 
        registration, documentation, and offering requirements, 
        as described under section 18(a) of Securities Act of 
        1933 (15 U.S.C. 77r(a)), and shall have no impact or 
        limitation on other State authority to take enforcement 
        action with regard to an issuer, intermediary, or any 
        other person or entity using the exemption from 
        registration provided by section 4(a)(6) of such Act. 
        Notwithstanding monetary penalties or sanctions, a 
        State may not impose any filing or fee under such 
        authority.
          (2) Clarification of state jurisdiction over unlawful 
        conduct of intermediaries, issuers, and custodians.--
        Section 18(c)(1) of the Securities Act of 1933 is 
        amended by striking ``in connection with securities or 
        securities transactions'' and all that follows and 
        inserting the following: ``in connection with 
        securities or securities transactions, with respect 
        to--
                  ``(A) fraud or deceit;
                  ``(B) unlawful conduct by a broker or dealer; 
                and
                  ``(C) with respect to a transaction described 
                under section 4(a)(6), unlawful conduct by an 
                intermediary, issuer, or custodian.''.

SEC. 479. TREATMENT OF FUNDING PORTALS.

  Section 5312(c) of title 31, United States Code, is amended 
by adding at the end the following:
          ``(2) Funding portals not included in definition.--
        The term `financial institution' (as defined in 
        subsection (a)) does not include a funding portal (as 
        defined under section 3(a) of the Securities Exchange 
        Act of 1934 (15 U.S.C. 78c(a))).''.

        Subtitle Q--Corporate Governance Reform and Transparency

SEC. 481. DEFINITIONS.

  (a) Securities Exchange Act of 1934.--Section 3(a) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78c(a)) is amended 
by adding at the end the following new paragraphs:
          ``(83) Proxy advisory firm.--The term `proxy advisory 
        firm' means any person who is primarily engaged in the 
        business of providing proxy voting research, analysis, 
        or recommendations to clients, which conduct 
        constitutes a solicitation within the meaning of 
        section 14 and the Commission's rules and regulations 
        thereunder, except to the extent that the person is 
        exempted by such rules and regulations from 
        requirements otherwise applicable to persons engaged in 
        a solicitation.
          ``(84) Person associated with a proxy advisory 
        firm.--The term `person associated with' a proxy 
        advisory firm means any partner, officer, or director 
        of a proxy advisory firm (or any person occupying a 
        similar status or performing similar functions), any 
        person directly or indirectly controlling, controlled 
        by, or under common control with a proxy advisory firm, 
        or any employee of a proxy advisory firm, except that 
        persons associated with a proxy advisory firm whose 
        functions are clerical or ministerial shall not be 
        included in the meaning of such term. The Commission 
        may by rules and regulations classify, for purposes or 
        any portion or portions of this Act, persons, including 
        employees controlled by a proxy advisory firm.''.
  (b) Applicable Definitions.--As used in this subtitle--
          (1) the term ``Commission'' means the Securities and 
        Exchange Commission; and
          (2) the term ``proxy advisory firm'' has the same 
        meaning as in section 3(a)(83) of the Securities 
        Exchange Act of 1934, as added by this subtitle.

SEC. 482. REGISTRATION OF PROXY ADVISORY FIRMS.

  (a) Amendment.--The Securities Exchange Act of 1934 is 
amended by inserting after section 15G the following new 
section:

``SEC. 15H. REGISTRATION OF PROXY ADVISORY FIRMS.

  ``(a) Conduct Prohibited.--It shall be unlawful for a proxy 
advisory firm to make use of the mails or any means or 
instrumentality of interstate commerce to provide proxy voting 
research, analysis, or recommendations to any client, unless 
such proxy advisory firm is registered under this section.
  ``(b) Registration Procedures.--
          ``(1) Application for registration.--
                  ``(A) In general.--A proxy advisory firm must 
                file with the Commission an application for 
                registration, in such form as the Commission 
                shall require, by rule or regulation, and 
                containing the information described in 
                subparagraph (B).
                  ``(B) Required information.--An application 
                for registration under this section shall 
                contain information regarding--
                          ``(i) a certification that the 
                        applicant has adequate financial and 
                        managerial resources to consistently 
                        provide proxy advice based on accurate 
                        information;
                          ``(ii) the procedures and 
                        methodologies that the applicant uses 
                        in developing proxy voting 
                        recommendations, including whether and 
                        how the applicant considers the size of 
                        a company when making proxy voting 
                        recommendations;
                          ``(iii) the organizational structure 
                        of the applicant;
                          ``(iv) whether or not the applicant 
                        has in effect a code of ethics, and if 
                        not, the reasons therefor;
                          ``(v) any potential or actual 
                        conflict of interest relating to the 
                        ownership structure of the applicant or 
                        the provision of proxy advisory 
                        services by the applicant, including 
                        whether the proxy advisory firm engages 
                        in services ancillary to the provision 
                        of proxy advisory services such as 
                        consulting services for corporate 
                        issuers, and if so the revenues derived 
                        therefrom;
                          ``(vi) the policies and procedures in 
                        place to manage conflicts of interest 
                        under subsection (f); and
                          ``(vii) any other information and 
                        documents concerning the applicant and 
                        any person associated with such 
                        applicant as the Commission, by rule, 
                        may prescribe as necessary or 
                        appropriate in the public interest or 
                        for the protection of investors.
          ``(2) Review of application.--
                  ``(A) Initial determination.--Not later than 
                90 days after the date on which the application 
                for registration is filed with the Commission 
                under paragraph (1) (or within such longer 
                period as to which the applicant consents) the 
                Commission shall--
                          ``(i) by order, grant registration; 
                        or
                          ``(ii) institute proceedings to 
                        determine whether registration should 
                        be denied.
                  ``(B) Conduct of proceedings.--
                          ``(i) Content.--Proceedings referred 
                        to in subparagraph (A)(ii) shall--
                                  ``(I) include notice of the 
                                grounds for denial under 
                                consideration and an 
                                opportunity for hearing; and
                                  ``(II) be concluded not later 
                                than 120 days after the date on 
                                which the application for 
                                registration is filed with the 
                                Commission under paragraph (1).
                          ``(ii) Determination.--At the 
                        conclusion of such proceedings, the 
                        Commission, by order, shall grant or 
                        deny such application for registration.
                          ``(iii) Extension authorized.--The 
                        Commission may extend the time for 
                        conclusion of such proceedings for not 
                        longer than 90 days, if it finds good 
                        cause for such extension and publishes 
                        its reasons for so finding, or for such 
                        longer period as to which the applicant 
                        consents.
                  ``(C) Grounds for decision.--The Commission 
                shall grant registration under this 
                subsection--
                          ``(i) if the Commission finds that 
                        the requirements of this section are 
                        satisfied; and
                          ``(ii) unless the Commission finds 
                        (in which case the Commission shall 
                        deny such registration) that--
                                  ``(I) the applicant has 
                                failed to certify to the 
                                Commission's satisfaction that 
                                it has adequate financial and 
                                managerial resources to 
                                consistently provide proxy 
                                advice based on accurate 
                                information and to materially 
                                comply with the procedures and 
                                methodologies disclosed under 
                                paragraph (1)(B) and with 
                                subsections (f) and (g); or
                                  ``(II) if the applicant were 
                                so registered, its registration 
                                would be subject to suspension 
                                or revocation under subsection 
                                (e).
          ``(3) Public availability of information.--Subject to 
        section 24, the Commission shall make the information 
        and documents submitted to the Commission by a proxy 
        advisory firm in its completed application for 
        registration, or in any amendment submitted under 
        paragraph (1) or (2) of subsection (c), publicly 
        available on the Commission's website, or through 
        another comparable, readily accessible means.
  ``(c) Update of Registration.--
          ``(1) Update.--Each registered proxy advisory firm 
        shall promptly amend and update its application for 
        registration under this section if any information or 
        document provided therein becomes materially 
        inaccurate, except that a registered proxy advisory 
        firm is not required to amend the information required 
        to be filed under subsection (b)(1)(B)(i) by filing 
        information under this paragraph, but shall amend such 
        information in the annual submission of the 
        organization under paragraph (2) of this subsection.
          ``(2) Certification.--Not later than 90 calendar days 
        after the end of each calendar year, each registered 
        proxy advisory firm shall file with the Commission an 
        amendment to its registration, in such form as the 
        Commission, by rule, may prescribe as necessary or 
        appropriate in the public interest or for the 
        protection of investors--
                  ``(A) certifying that the information and 
                documents in the application for registration 
                of such registered proxy advisory firm continue 
                to be accurate in all material respects; and
                  ``(B) listing any material change that 
                occurred to such information or documents 
                during the previous calendar year.
  ``(d) Censure, Denial, or Suspension of Registration; Notice 
and Hearing.--The Commission, by order, shall censure, place 
limitations on the activities, functions, or operations of, 
suspend for a period not exceeding 12 months, or revoke the 
registration of any registered proxy advisory firm if the 
Commission finds, on the record after notice and opportunity 
for hearing, that such censure, placing of limitations, 
suspension, or revocation is necessary for the protection of 
investors and in the public interest and that such registered 
proxy advisory firm, or any person associated with such an 
organization, whether prior to or subsequent to becoming so 
associated--
          ``(1) has committed or omitted any act, or is subject 
        to an order or finding, enumerated in subparagraph (A), 
        (D), (E), (H), or (G) of section 15(b)(4), has been 
        convicted of any offense specified in section 
        15(b)(4)(B), or is enjoined from any action, conduct, 
        or practice specified in subparagraph (C) of section 
        15(b)(4), during the 10-year period preceding the date 
        of commencement of the proceedings under this 
        subsection, or at any time thereafter;
          ``(2) has been convicted during the 10-year period 
        preceding the date on which an application for 
        registration is filed with the Commission under this 
        section, or at any time thereafter, of--
                  ``(A) any crime that is punishable by 
                imprisonment for one or more years, and that is 
                not described in section 15(b)(4)(B); or
                  ``(B) a substantially equivalent crime by a 
                foreign court of competent jurisdiction;
          ``(3) is subject to any order of the Commission 
        barring or suspending the right of the person to be 
        associated with a registered proxy advisory firm;
          ``(4) fails to furnish the certifications required 
        under subsections (b)(2)(C)(ii)(I) and (c)(2);
          ``(5) has engaged in one or more prohibited acts 
        enumerated in paragraph (1); or
          ``(6) fails to maintain adequate financial and 
        managerial resources to consistently offer advisory 
        services with integrity, including by failing to comply 
        with subsections (f) or (g).
  ``(e) Termination of Registration.--
          ``(1) Voluntary withdrawal.--A registered proxy 
        advisory firm may, upon such terms and conditions as 
        the Commission may establish as necessary in the public 
        interest or for the protection of investors, which 
        terms and conditions shall include at a minimum that 
        the registered proxy advisory firm will no longer 
        conduct such activities as to bring it within the 
        definition of proxy advisory firm in section 3(a)(83) 
        of the Securities Exchange Act of 1934, withdraw from 
        registration by filing a written notice of withdrawal 
        to the Commission.
          ``(2) Commission authority.--In addition to any other 
        authority of the Commission under this title, if the 
        Commission finds that a registered proxy advisory firm 
        is no longer in existence or has ceased to do business 
        as a proxy advisory firm, the Commission, by order, 
        shall cancel the registration under this section of 
        such registered proxy advisory firm.
  ``(f) Management of Conflicts of Interest.--
          ``(1) Organization policies and procedures.--Each 
        registered proxy advisory firm shall establish, 
        maintain, and enforce written policies and procedures 
        reasonably designed, taking into consideration the 
        nature of the business of such registered proxy 
        advisory firm and associated persons, to address and 
        manage any conflicts of interest that can arise from 
        such business.
          ``(2) Commission authority.--The Commission shall 
        issue final rules to prohibit, or require the 
        management and disclosure of, any conflicts of interest 
        relating to the offering of proxy advisory services by 
        a registered proxy advisory firm, including, without 
        limitation, conflicts of interest relating to--
                  ``(A) the manner in which a registered proxy 
                advisory firm is compensated by the client, or 
                any affiliate of the client, for providing 
                proxy advisory services;
                  ``(B) the provision of consulting, advisory, 
                or other services by a registered proxy 
                advisory firm, or any person associated with 
                such registered proxy advisory firm, to the 
                client;
                  ``(C) business relationships, ownership 
                interests, or any other financial or personal 
                interests between a registered proxy advisory 
                firm, or any person associated with such 
                registered proxy advisory firm, and any client, 
                or any affiliate of such client;
                  ``(D) transparency around the formulation of 
                proxy voting policies;
                  ``(E) the execution of proxy votes if such 
                votes are based upon recommendations made by 
                the proxy advisory firm in which someone other 
                than the issuer is a proponent;
                  ``(F) issuing recommendations where proxy 
                advisory firms provide advisory services to a 
                company; and
                  ``(G) any other potential conflict of 
                interest, as the Commission deems necessary or 
                appropriate in the public interest or for the 
                protection of investors.
  ``(g) Reliability of Proxy Advisory Firm Services.--
          ``(1) In general.--Each registered proxy advisory 
        firm shall have staff sufficient to produce proxy 
        voting recommendations that are based on accurate and 
        current information. Each registered proxy advisory 
        firm shall detail procedures sufficient to permit 
        companies receiving proxy advisory firm recommendations 
        access in a reasonable time to the draft 
        recommendations, with an opportunity to provide 
        meaningful comment thereon, including the opportunity 
        to present details to the person responsible for 
        developing the recommendation in person or 
        telephonically. Each registered proxy advisory firm 
        shall employ an ombudsman to receive complaints about 
        the accuracy of voting information used in making 
        recommendations from the subjects of the proxy advisory 
        firm's voting recommendations, and shall resolve those 
        complaints in a timely fashion and in any event prior 
        to voting on the matter to which the recommendation 
        relates.
          ``(2) Draft recommendations defined.--For purposes of 
        this subsection, the term `draft recommendations'--
                  ``(A) means the overall conclusions of proxy 
                voting recommendations prepared for the clients 
                of a proxy advisory firm, including any public 
                data cited therein, any company information or 
                substantive analysis impacting the 
                recommendation, and the specific voting 
                recommendations on individual proxy ballot 
                issues; and
                  ``(B) does not include the entirety of the 
                proxy advisory firm's final report to its 
                clients.
  ``(h) Designation of Compliance Officer.--Each registered 
proxy advisory firm shall designate an individual responsible 
for administering the policies and procedures that are required 
to be established pursuant to subsections (f) and (g), and for 
ensuring compliance with the securities laws and the rules and 
regulations thereunder, including those promulgated by the 
Commission pursuant to this section.
  ``(i) Prohibited Conduct.--
          ``(1) Prohibited acts and practices.--The Commission 
        shall issue final rules to prohibit any act or practice 
        relating to the offering of proxy advisory services by 
        a registered proxy advisory firm that the Commission 
        determines to be unfair or coercive, including any act 
        or practice relating to--
                  ``(A) conditioning a voting recommendation or 
                other proxy advisory firm recommendation on the 
                purchase by an issuer or an affiliate thereof 
                of other services or products, of the 
                registered proxy advisory firm or any person 
                associated with such registered proxy advisory 
                firm; and
                  ``(B) modifying a voting recommendation or 
                otherwise departing from its adopted systematic 
                procedures and methodologies in the provision 
                of proxy advisory services, based on whether an 
                issuer, or affiliate thereof, subscribes or 
                will subscribe to other services or product of 
                the registered proxy advisory firm or any 
                person associated with such organization.
          ``(2) Rule of construction.--Nothing in paragraph 
        (1), or in any rules or regulations adopted thereunder, 
        may be construed to modify, impair, or supersede the 
        operation of any of the antitrust laws (as defined in 
        the first section of the Clayton Act, except that such 
        term includes section 5 of the Federal Trade Commission 
        Act, to the extent that such section 5 applies to 
        unfair methods of competition).
  ``(j) Statements of Financial Condition.--Each registered 
proxy advisory firm shall, on a confidential basis, file with 
the Commission, at intervals determined by the Commission, such 
financial statements, certified (if required by the rules or 
regulations of the Commission) by an independent public 
auditor, and information concerning its financial condition, as 
the Commission, by rule, may prescribe as necessary or 
appropriate in the public interest or for the protection of 
investors.
  ``(k) Annual Report.--Each registered proxy advisory firm 
shall, at the beginning of each fiscal year of such firm, 
report to the Commission on the number of shareholder proposals 
its staff reviewed in the prior fiscal year, the number of 
recommendations made in the prior fiscal year, the number of 
staff who reviewed and made recommendations on such proposals 
in the prior fiscal year, and the number of recommendations 
made in the prior fiscal year where the proponent of such 
recommendation was a client of or received services from the 
proxy advisory firm.
  ``(l) Transparent Policies.--Each registered proxy advisory 
firm shall file with the Commission and make publicly available 
its methodology for the formulation of proxy voting policies 
and voting recommendations.
  ``(m) Rules of Construction.--
          ``(1) No waiver of rights, privileges, or defenses.--
        Registration under and compliance with this section 
        does not constitute a waiver of, or otherwise diminish, 
        any right, privilege, or defense that a registered 
        proxy advisory firm may otherwise have under any 
        provision of State or Federal law, including any rule, 
        regulation, or order thereunder.
          ``(2) No private right of action.--Nothing in this 
        section may be construed as creating any private right 
        of action, and no report filed by a registered proxy 
        advisory firm in accordance with this section or 
        section 17 shall create a private right of action under 
        section 18 or any other provision of law.
  ``(n) Regulations.--
          ``(1) New provisions.--Such rules and regulations as 
        are required by this section or are otherwise necessary 
        to carry out this section, including the application 
        form required under subsection (a)--
                  ``(A) shall be issued by the Commission, not 
                later than 180 days after the date of enactment 
                of this section; and
                  ``(B) shall become effective not later than 1 
                year after the date of enactment of this 
                section.
          ``(2) Review of existing regulations.--Not later than 
        270 days after the date of enactment of this section, 
        the Commission shall--
                  ``(A) review its existing rules and 
                regulations which affect the operations of 
                proxy advisory firms;
                  ``(B) amend or revise such rules and 
                regulations in accordance with the purposes of 
                this section, and issue such guidance, as the 
                Commission may prescribe as necessary or 
                appropriate in the public interest or for the 
                protection of investors; and
                  ``(C) direct Commission staff to withdraw the 
                Egan Jones Proxy Services (May 27, 2004) and 
                Institutional Shareholder Services, Inc. 
                (September 15, 2004) no-action letters.
  ``(o) Applicability.--This section, other than subsection 
(n), which shall apply on the date of enactment of this 
section, shall apply on the earlier of--
          ``(1) the date on which regulations are issued in 
        final form under subsection (n)(1); or
          ``(2) 270 days after the date of enactment of this 
        section.''.
  (b) Conforming Amendment.--Section 17(a)(1) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78q(a)(1)) is amended by 
inserting ``proxy advisory firm,'' after ``nationally 
recognized statistical rating organization,''.

SEC. 483. COMMISSION ANNUAL REPORT.

  The Commission shall make an annual report publicly available 
on the Commission's Internet website. Such report shall, with 
respect to the year to which the report relates--
          (1) identify applicants for registration under 
        section 15H of the Securities Exchange Act of 1934, as 
        added by this subtitle;
          (2) specify the number of and actions taken on such 
        applications;
          (3) specify the views of the Commission on the state 
        of competition, transparency, policies and 
        methodologies, and conflicts of interest among proxy 
        advisory firms;
          (4) include the determination of the Commission with 
        regard to--
                  (A) the quality of proxy advisory services 
                issued by proxy advisory firms;
                  (B) the financial markets;
                  (C) competition among proxy advisory firms;
                  (D) the incidence of undisclosed conflicts of 
                interest by proxy advisory firms;
                  (E) the process for registering as a proxy 
                advisory firm; and
                  (F) such other matters relevant to the 
                implementation of this subtitle and the 
                amendments made by this subtitle, as the 
                Commission determines necessary to bring to the 
                attention of the Congress;
          (5) identify problems, if any, that have resulted 
        from the implementation of this subtitle and the 
        amendments made by this subtitle; and
          (6) recommend solutions, including any legislative or 
        regulatory solutions, to any problems identified under 
        paragraphs (4) and (5).

                        Subtitle R--Senior Safe

SEC. 491. IMMUNITY.

  (a) Definitions.--In this subtitle--
          (1) the term ``Bank Secrecy Act Officer'' means an 
        individual responsible for ensuring compliance with the 
        requirements mandated by subchapter II of chapter 53 of 
        title 31, United States Code;
          (2) the term ``broker-dealer'' means a broker or 
        dealer, as those terms are defined, respectively, in 
        section 3(a) of the Securities Exchange Act of 1934 (15 
        U.S.C. 78c(a));
          (3) the term ``covered agency'' means--
                  (A) a State financial regulatory agency, 
                including a State securities or law enforcement 
                authority and a State insurance regulator;
                  (B) each of the Federal financial 
                institutions regulatory agencies;
                  (C) the Securities and Exchange Commission;
                  (D) a law enforcement agency;
                  (E) and State or local agency responsible for 
                administering adult protective service laws; 
                and
                  (F) a State attorney general.
          (4) the term ``covered financial institution'' 
        means--
                  (A) a credit union;
                  (B) a depository institution;
                  (C) an investment advisor;
                  (D) a broker-dealer;
                  (E) an insurance company;
                  (F) a State attorney general; and
                  (G) a transfer agent.
          (5) the term ``credit union'' means a Federal credit 
        union, State credit union, or State-chartered credit 
        union, as those terms are defined in section 101 of the 
        Federal Credit Union Act (12 U.S.C. 1752);
          (6) the term ``depository institution'' has the 
        meaning given the term in section 3(c) of the Federal 
        Deposit Insurance Act (12 U.S.C. 1813(c));
          (7) the term ``exploitation'' means the fraudulent or 
        otherwise illegal, unauthorized, or improper act or 
        process of an individual, including a caregiver or 
        fiduciary, that--
                  (A) uses the resources of a senior citizen 
                for monetary personal benefit, profit, or gain; 
                or
                  (B) results in depriving a senior citizen of 
                rightful access to or use of benefits, 
                resources, belongings or assets;
          (8) the term ``Federal financial institutions 
        regulatory agencies'' has the meaning given the term in 
        section 1003 of the Federal Financial Institutions 
        Examination Council Act of 1978 (12 U.S.C. 3302);
          (9) the term ``investment adviser'' has the meaning 
        given the term in section 202 of the Investment 
        Advisers Act of 1940 (15 U.S.C. 80b-2);
          (10) the term ``insurance company'' has the meaning 
        given the term in section 2(a) of the Investment 
        Company Act of 1940 (15 U.S.C. 80a-2(a));
          (11) the term ``registered representative'' means an 
        individual who represents a broker-dealer in effecting 
        or attempting to affect a purchase or sale of 
        securities;
          (12) the term ``senior citizen'' means an individual 
        who is not less than 65 years of age;
          (13) the term ``State insurance regulator'' has the 
        meaning given such term in section 315 of the Gramm-
        Leach-Bliley Act (15 U.S.C. 6735);
          (14) the term ``State securities or law enforcement 
        authority'' has the meaning given the term in section 
        24(f)(4) of the Securities Exchange Act of 1934 (15 
        U.S.C. 78x(f)(4)); and
          (15) the term ``transfer agent'' has the meaning 
        given the term in section 3(a) of the Securities 
        Exchange Act of 1934 (15 U.S.C. 78c(a)).
  (b) Immunity From Suit.--
          (1) Immunity for individuals.--An individual who has 
        received the training described in section 492 shall 
        not be liable, including in any civil or administrative 
        proceeding, for disclosing the possible exploitation of 
        a senior citizen to a covered agency if the individual, 
        at the time of the disclosure--
                  (A) served as a supervisor, compliance 
                officer (including a Bank Secrecy Act Officer), 
                or registered representative for a covered 
                financial institution; and
                  (B) made the disclosure with reasonable care 
                including reasonable efforts to avoid 
                disclosure other than to a covered agency.
          (2) Immunity for covered financial institutions.--A 
        covered financial institution shall not be liable, 
        including in any civil or administrative proceeding, 
        for a disclosure made by an individual described in 
        paragraph (1) if--
                  (A) the individual was employed by, or, in 
                the case of a registered representative, 
                affiliated or associated with, the covered 
                financial institution at the time of the 
                disclosure; and
                  (B) before the time of the disclosure, the 
                covered financial institution provided the 
                training described in section 492 to each 
                individual described in section 492(a).

SEC. 492. TRAINING REQUIRED.

  (a) In General.--A covered financial institution may provide 
training described in subsection (b)(1) to each officer or 
employee of, or registered representative affiliated or 
associated with, the covered financial institution who--
          (1) is described in section 491(b)(1)(A);
          (2) may come into contact with a senior citizen as a 
        regular part of the duties of the officer, employee, or 
        registered representative; or
          (3) may review or approve the financial documents, 
        records, or transactions of a senior citizen in 
        connection with providing financial services to a 
        senior citizen.
  (b) Training.--
          (1) In general.--The training described in this 
        paragraph shall--
                  (A) instruct any individual attending the 
                training on how to identify and report the 
                suspected exploitation of a senior citizen;
                  (B) discuss the need to protect the privacy 
                and respect the integrity of each individual 
                customer of a covered financial institution; 
                and
                  (C) be appropriate to the job 
                responsibilities of the individual attending 
                the training.
          (2) Timing.--The training required under subsection 
        (a) shall be provided as soon as reasonably practicable 
        but not later than 1 year after the date on which an 
        officer, employee, or registered representative begins 
        employment with or becomes affiliated or associated 
        with the covered financial institution.
          (3) Bank secrecy act officer.--An individual who is 
        designated as a compliance officer under an anti-money 
        laundering program established pursuant to section 
        5318(h) of title 31, United States Code, shall be 
        deemed to have received the training described under 
        this subsection.

SEC. 493. RELATIONSHIP TO STATE LAW.

  Nothing in this Act shall be construed to preempt or limit 
any provision of State law, except only to the extent that 
section 491 provides a greater level of protection against 
liability to an individual described in section 491(b)(1) or to 
a covered financial institution described in section 491(b)(2) 
than is provided under State law.

       Subtitle S--National Securities Exchange Regulatory Parity

SEC. 496. APPLICATION OF EXEMPTION.

  Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. 
77r(b)(1)), as amended by section 456(b), is further amended--
          (1) by striking subparagraph (A);
          (2) in subparagraph (B), by striking ``that the 
        Commission determines by rule (on its own initiative or 
        on the basis of a petition) are substantially similar 
        to the listing standards applicable to securities 
        described in subparagraph (A)'' and inserting ``that 
        have been approved by the Commission'';
          (3) in subparagraph (C), by striking ``or (B)''; and
          (4) by redesignating subparagraphs (B), (C), and (D) 
        as subparagraphs (A), (B), and (C), respectively.

           Subtitle T--Private Company Flexibility and Growth

SEC. 497. SHAREHOLDER THRESHOLD FOR REGISTRATION.

  The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) 
is amended--
          (1) in section 12(g)--
                  (A) in paragraph (1)--
                          (i) by striking ``shall--'' and all 
                        that follows through ``register such 
                        security'' and inserting ``shall, not 
                        later than 120 days after the last day 
                        of its first fiscal year ended after 
                        the effective date of this subsection 
                        on which the issuer has total assets 
                        exceeding $10,000,000 (or such greater 
                        amount of assets as the Commission may 
                        establish by rule) and a class of 
                        equity security (other than an exempted 
                        security) held of record by 2,000 or 
                        more persons (or such greater number of 
                        persons as the Commission may establish 
                        by rule), register such security''; and
                          (ii) by adding at the end the 
                        following: ``The dollar figure in this 
                        paragraph shall be indexed for 
                        inflation every 5 years by the 
                        Commission to reflect the change in the 
                        Consumer Price Index for All Urban 
                        Consumers published by the Bureau of 
                        Labor Statistics, rounded to the 
                        nearest $100,000.''; and
                  (B) in paragraph (4), by striking ``300 
                persons'' and all that follows through ``1,200 
                persons persons'' and inserting ``1,200 
                persons''; and
          (2) in section 15(d)(1), by striking ``300 persons'' 
        and all that follows through ``1,200 persons persons'' 
        and inserting ``1,200 persons''.

        Subtitle U--Small Company Capital Formation Enhancements

SEC. 498. JOBS ACT-RELATED EXEMPTION.

  Section 3(b) of the Securities Act of 1933 (15 U.S.C. 77c(b)) 
is amended--
          (1) in paragraph (2)(A), by striking ``$50,000,000'' 
        and inserting ``$75,000,000, adjusted for inflation by 
        the Commission every 2 years to the nearest $10,000 to 
        reflect the change in the Consumer Price Index for All 
        Urban Consumers published by the Bureau of Labor 
        Statistics''; and
          (2) in paragraph (5)--
                  (A) by striking ``such amount as'' and 
                inserting: ``such amount, in addition to the 
                adjustment for inflation provided for under 
                such paragraph (2)(A), as''; and
                  (B) by striking ``such amount, it'' and 
                inserting ``such amount, in addition to the 
                adjustment for inflation provided for under 
                such paragraph (2)(A), it''.

                Subtitle V--Encouraging Public Offerings

SEC. 499. EXPANDING TESTING THE WATERS AND CONFIDENTIAL SUBMISSIONS.

  The Securities Act of 1933 (15 U.S.C. 77a et seq.) is 
amended--
          (1) in section 5(d), by striking ``an emerging growth 
        company or any person authorized to act on behalf of an 
        emerging growth company'' and inserting ``an issuer or 
        any person authorized to act on behalf of an issuer''; 
        and
          (2) in section 6(e)--
                  (A) in the heading, by striking ``Emerging 
                Growth Companies'' and inserting ``Draft 
                Registration Statements''; and
                  (B) by amending paragraph (1) to read as 
                follows:
          ``(1) In general.--Any issuer, prior to its initial 
        public offering date, may confidentially submit to the 
        Commission a draft registration statement, for 
        confidential nonpublic review by the staff of the 
        Commission prior to public filing, provided that the 
        initial confidential submission and all amendments 
        thereto shall be publicly filed with the Commission not 
        later than 15 days before the date on which the issuer 
        conducts a road show, as such term is defined in 
        section 230.433(h)(4) of title 17, Code of Federal 
        Regulations, or any successor thereto.''.

  TITLE V--REGULATORY RELIEF FOR MAIN STREET AND COMMUNITY FINANCIAL 
                              INSTITUTIONS

         Subtitle A--Preserving Access to Manufactured Housing

SEC. 501. MORTGAGE ORIGINATOR DEFINITION.

  Section 103 of the Truth in Lending Act (15 U.S.C. 1602) is 
amended--
          (1) by redesignating the second subsection (cc) and 
        subsection (dd) as subsections (dd) and (ee), 
        respectively; and
          (2) in paragraph (2)(C) of subsection (dd), as so 
        redesignated, by striking ``an employee of a retailer 
        of manufactured homes who is not described in clause 
        (i) or (iii) of subparagraph (A) and who does not 
        advise a consumer on loan terms (including rates, fees, 
        and other costs)'' and inserting ``a retailer of 
        manufactured or modular homes or its employees unless 
        such retailer or its employees receive compensation or 
        gain for engaging in activities described in 
        subparagraph (A) that is in excess of any compensation 
        or gain received in a comparable cash transaction''.

SEC. 502. HIGH-COST MORTGAGE DEFINITION.

  Section 103 of the Truth in Lending Act (15 U.S.C. 1602), as 
amended by section 501, is further amended--
          (1) by redesignating subsection (aa) (relating to 
        disclosure of greater amount or percentage), as so 
        designated by section 1100A of the Consumer Financial 
        Protection Act of 2010, as subsection (bb);
          (2) by redesignating subsection (bb) (relating to 
        high cost mortgages), as so designated by section 1100A 
        of the Consumer Financial Protection Act of 2010, as 
        subsection (aa), and moving such subsection to 
        immediately follow subsection (z); and
          (3) in subsection (aa)(1)(A), as so redesignated--
                  (A) in clause (i)(I), by striking ``(8.5 
                percentage points, if the dwelling is personal 
                property and the transaction is for less than 
                $50,000)'' and inserting ``(10 percentage 
                points if the dwelling is personal property or 
                is a transaction that does not include the 
                purchase of real property on which a dwelling 
                is to be placed, and the transaction is for 
                less than $75,000 (as such amount is adjusted 
                by the Consumer Law Enforcement Agency to 
                reflect the change in the Consumer Price 
                Index))''; and
                  (B) in clause (ii)--
                          (i) in subclause (I), by striking 
                        ``or'' at the end; and
                          (ii) by adding at the end the 
                        following:
                                  ``(III) in the case of a 
                                transaction for less than 
                                $75,000 (as such amount is 
                                adjusted by the Consumer Law 
                                Enforcement Agency to reflect 
                                the change in the Consumer 
                                Price Index) in which the 
                                dwelling is personal property 
                                (or is a consumer credit 
                                transaction that does not 
                                include the purchase of real 
                                property on which a dwelling is 
                                to be placed) the greater of 5 
                                percent of the total 
                                transaction amount or $3,000 
                                (as such amount is adjusted by 
                                the Consumer Law Enforcement 
                                Agency to reflect the change in 
                                the Consumer Price Index); 
                                or''.

                      Subtitle B--Mortgage Choice

SEC. 506. DEFINITION OF POINTS AND FEES.

  (a) Amendment to Section 103 of TILA.--Paragraph (4) of 
section 103(aa) of the Truth in Lending Act, as redesignated by 
section 502, is amended--
          (1) by striking ``paragraph (1)(B)'' and inserting 
        ``paragraph (1)(A) and section 129C'';
          (2) in subparagraph (C)--
                  (A) by inserting ``and insurance'' after 
                ``taxes'';
                  (B) in clause (ii), by inserting ``, except 
                as retained by a creditor or its affiliate as a 
                result of their participation in an affiliated 
                business arrangement (as defined in section 
                3(7) of the Real Estate Settlement Procedures 
                Act of 1974 (12 U.S.C. 2602(7)),'' after 
                ``compensation''; and
                  (C) by striking clause (iii) and inserting 
                the following:
                  ``(iii) the charge is--
                          ``(I) a bona fide third-party charge 
                        not retained by the mortgage 
                        originator, creditor, or an affiliate 
                        of the creditor or mortgage originator; 
                        or
                          ``(II) a charge set forth in section 
                        106(e)(1);''; and
          (3) in subparagraph (D)--
                  (A) by striking ``accident,''; and
                  (B) by striking ``or any payments'' and 
                inserting ``and any payments''.
  (b) Amendment to Section 129C of TILA.--Section 129C of the 
Truth in Lending Act (15 U.S.C. 1639c) is amended--
          (1) in subsection (a)(5)(C), by striking ``103'' and 
        all that follows through ``or mortgage originator'' and 
        inserting ``103(aa)(4)''; and
          (2) in subsection (b)(2)(C)(i), by striking ``103'' 
        and all that follows through ``or mortgage 
        originator)'' and inserting ``103(aa)(4)''.

         Subtitle C--Financial Institution Customer Protection

SEC. 511. REQUIREMENTS FOR DEPOSIT ACCOUNT TERMINATION REQUESTS AND 
                    ORDERS.

  (a) Termination Requests or Orders Must Be Material.--
          (1) In general.--An appropriate Federal banking 
        agency may not formally or informally request or order 
        a depository institution to terminate a specific 
        customer account or group of customer accounts or to 
        otherwise restrict or discourage a depository 
        institution from entering into or maintaining a banking 
        relationship with a specific customer or group of 
        customers unless--
                  (A) the agency has a material reason for such 
                request or order; and
                  (B) such reason is not based solely on 
                reputation risk.
          (2) Treatment of national security threats.--If an 
        appropriate Federal banking agency believes a specific 
        customer or group of customers is, or is acting as a 
        conduit for, an entity which--
                  (A) poses a threat to national security,
                  (B) is involved in terrorist financing,
                  (C) is an agency of the government of Iran, 
                North Korea, Syria, or any country listed from 
                time to time on the State Sponsors of Terrorism 
                list,
                  (D) is located in, or is subject to the 
                jurisdiction of, any country specified in 
                subparagraph (C), or
                  (E) does business with any entity described 
                in subparagraph (C) or (D), unless the 
                appropriate Federal banking agency determines 
                that the customer or group of customers has 
                used due diligence to avoid doing business with 
                any entity described in subparagraph (C) or 
                (D),
        such belief shall satisfy the requirement under 
        paragraph (1).
  (b) Notice Requirement.--
          (1) In general.--If an appropriate Federal banking 
        agency formally or informally requests or orders a 
        depository institution to terminate a specific customer 
        account or a group of customer accounts, the agency 
        shall--
                  (A) provide such request or order to the 
                institution in writing; and
                  (B) accompany such request or order with a 
                written justification for why such termination 
                is needed, including any specific laws or 
                regulations the agency believes are being 
                violated by the customer or group of customers, 
                if any.
          (2) Justification requirement.--A justification 
        described under paragraph (1)(B) may not be based 
        solely on the reputation risk to the depository 
        institution.
  (c) Customer Notice.--
          (1) Notice required.--Except as provided under 
        paragraph (2), if an appropriate Federal banking agency 
        orders a depository institution to terminate a specific 
        customer account or a group of customer accounts, the 
        depository institution shall inform the customer or 
        customers of the justification for the customer's 
        account termination described under subsection (b).
          (2) Notice prohibited in cases of national 
        security.--If an appropriate Federal banking agency 
        requests or orders a depository institution to 
        terminate a specific customer account or a group of 
        customer accounts based on a belief that the customer 
        or customers pose a threat to national security, or are 
        otherwise described under subsection (a)(2), neither 
        the depository institution nor the appropriate Federal 
        banking agency may inform the customer or customers of 
        the justification for the customer's account 
        termination.
  (d) Reporting Requirement.--Each appropriate Federal banking 
agency shall issue an annual report to the Congress stating--
          (1) the aggregate number of specific customer 
        accounts that the agency requested or ordered a 
        depository institution to terminate during the previous 
        year; and
          (2) the legal authority on which the agency relied in 
        making such requests and orders and the frequency on 
        which the agency relied on each such authority.
  (e) Definitions.--For purposes of this section:
          (1) Appropriate federal banking agency.--The term 
        ``appropriate Federal banking agency'' means--
                  (A) the appropriate Federal banking agency, 
                as defined under section 3 of the Federal 
                Deposit Insurance Act (12 U.S.C. 1813); and
                  (B) the National Credit Union Administration, 
                in the case of an insured credit union.
          (2) Depository institution.--The term ``depository 
        institution'' means--
                  (A) a depository institution, as defined 
                under section 3 of the Federal Deposit 
                Insurance Act (12 U.S.C. 1813); and
                  (B) an insured credit union.

SEC. 512. AMENDMENTS TO THE FINANCIAL INSTITUTIONS REFORM, RECOVERY, 
                    AND ENFORCEMENT ACT OF 1989.

  Section 951 of the Financial Institutions Reform, Recovery, 
and Enforcement Act of 1989 (12 U.S.C. 1833a) is amended--
          (1) in subsection (c)(2), by striking ``affecting a 
        federally insured financial institution'' and inserting 
        ``against a federally insured financial institution or 
        by a federally insured financial institution against an 
        unaffiliated third person''; and
          (2) in subsection (g)--
                  (A) in the heading, by striking ``Subpoenas'' 
                and inserting ``Investigations''; and
                  (B) by amending paragraph (1)(C) to read as 
                follows:
                  ``(C) summon witnesses and require the 
                production of any books, papers, 
                correspondence, memoranda, or other records 
                which the Attorney General deems relevant or 
                material to the inquiry, if the Attorney 
                General--
                          ``(i) requests a court order from a 
                        court of competent jurisdiction for 
                        such actions and offers specific and 
                        articulable facts showing that there 
                        are reasonable grounds to believe that 
                        the information or testimony sought is 
                        relevant and material for conducting an 
                        investigation under this section; or
                          ``(ii) either personally or through 
                        delegation no lower than the Deputy 
                        Attorney General, issues and signs a 
                        subpoena for such actions and such 
                        subpoena is supported by specific and 
                        articulable facts showing that there 
                        are reasonable grounds to believe that 
                        the information or testimony sought is 
                        relevant for conducting an 
                        investigation under this section.''.

           Subtitle D--Portfolio Lending and Mortgage Access

SEC. 516. SAFE HARBOR FOR CERTAIN LOANS HELD ON PORTFOLIO.

  (a) In General.--Section 129C of the Truth in Lending Act (15 
U.S.C. 1639c) is amended by adding at the end the following:
  ``(j) Safe Harbor for Certain Loans Held on Portfolio.--
          ``(1) Safe harbor for creditors that are depository 
        institutions.--
                  ``(A) In general.--A creditor that is a 
                depository institution shall not be subject to 
                suit for failure to comply with subsection (a), 
                (c)(1), or (f)(2) of this section or section 
                129H with respect to a residential mortgage 
                loan, and the banking regulators shall treat 
                such loan as a qualified mortgage, if--
                          ``(i) the creditor has, since the 
                        origination of the loan, held the loan 
                        on the balance sheet of the creditor; 
                        and
                          ``(ii) all prepayment penalties with 
                        respect to the loan comply with the 
                        limitations described under subsection 
                        (c)(3).
                  ``(B) Exception for certain transfers.--In 
                the case of a depository institution that 
                transfers a loan originated by that institution 
                to another depository institution by reason of 
                the bankruptcy or failure of the originating 
                depository institution or the purchase of the 
                originating depository institution, the 
                depository institution transferring such loan 
                shall be deemed to have complied with the 
                requirement under subparagraph (A)(i).
          ``(2) Safe harbor for mortgage originators.--A 
        mortgage originator shall not be subject to suit for a 
        violation of section 129B(c)(3)(B) for steering a 
        consumer to a residential mortgage loan if--
                  ``(A) the creditor of such loan is a 
                depository institution and has informed the 
                mortgage originator that the creditor intends 
                to hold the loan on the balance sheet of the 
                creditor for the life of the loan; and
                  ``(B) the mortgage originator informs the 
                consumer that the creditor intends to hold the 
                loan on the balance sheet of the creditor for 
                the life of the loan.
          ``(3) Definitions.--For purposes of this subsection:
                  ``(A) Banking regulators.--The term `banking 
                regulators' means the Federal banking agencies, 
                the Consumer Law Enforcement Agency, and the 
                National Credit Union Administration.
                  ``(B) Depository institution.--The term 
                `depository institution' has the meaning given 
                that term under section 19(b)(1) of the Federal 
                Reserve Act (12 U.S.C. 505(b)(1)).
                  ``(C) Federal banking agencies.--The term 
                `Federal banking agencies' has the meaning 
                given that term under section 3 of the Federal 
                Deposit Insurance Act.''.
  (b) Rule of Construction.--Nothing in the amendment made by 
this section may be construed as preventing a balloon loan from 
qualifying for the safe harbor provided under section 129C(j) 
of the Truth in Lending Act if the balloon loan otherwise meets 
all of the requirements under such subsection (j), regardless 
of whether the balloon loan meets the requirements described 
under clauses (i) through (iv) of section 129C(b)(2)(E) of such 
Act.

    Subtitle E--Application of the Expedited Funds Availability Act

SEC. 521. APPLICATION OF THE EXPEDITED FUNDS AVAILABILITY ACT.

  (a) In General.--The Expedited Funds Availability Act (12 
U.S.C. 4001 et seq.) is amended--
          (1) in section 602(20) (12 U.S.C. 4001(20)) by 
        inserting ``, located in the United States,'' after 
        ``ATM'';
          (2) in section 602(21) (12 U.S.C. 4001(21)) by 
        inserting ``American Samoa, the Commonwealth of the 
        Northern Mariana Islands,'' after ``Puerto Rico,'';
          (3) in section 602(23) (12 U.S.C. 4001(23)) by 
        inserting ``American Samoa, the Commonwealth of the 
        Northern Mariana Islands,'' after ``Puerto Rico,''; and
          (4) in section 603(d)(2)(A) (12 U.S.C. 
        4002(d)(2)(A)), by inserting ``American Samoa, the 
        Commonwealth of the Northern Mariana Islands,'' after 
        ``Puerto Rico,''.
  (b) Effective Date.--This section shall take effect on 
January 1, 2017.

        Subtitle F--Small Bank Holding Company Policy Statement

SEC. 526. CHANGES REQUIRED TO SMALL BANK HOLDING COMPANY POLICY 
                    STATEMENT ON ASSESSMENT OF FINANCIAL AND MANAGERIAL 
                    FACTORS.

  (a) In General.--Before the end of the 6-month period 
beginning on the date of the enactment of this Act, the Board 
of Governors of the Federal Reserve System shall revise the 
Small Bank Holding Company Policy Statement on Assessment of 
Financial and Managerial Factors (12 C.F.R. part 225--appendix 
C) to raise the consolidated asset threshold under such policy 
statement from $1,000,000,000 (as adjusted by Public Law 113-
250) to $10,000,000,000.
  (b) Conforming Amendment.--Subparagraph (C) of section 
171(b)(5) of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (12 U.S.C. 5371(b)(5)) is amended to read as 
follows:
                  ``(C) any bank holding company or savings and 
                loan holding company that is subject to the 
                application of the Small Bank Holding Company 
                Policy Statement on Assessment of Financial and 
                Managerial Factors of the Board of Governors 
                (12 C.F.R. part 225--appendix C).''.

           Subtitle G--Community Institution Mortgage Relief

SEC. 531. COMMUNITY FINANCIAL INSTITUTION MORTGAGE RELIEF.

  (a) Exemption From Escrow Requirements for Loans Held by 
Smaller Creditors.--Section 129D of the Truth in Lending Act 
(15 U.S.C. 1639d) is amended--
          (1) by adding at the end the following:
  ``(k) Safe Harbor for Loans Held by Smaller Creditors.--
          ``(1) In general.--A creditor shall not be in 
        violation of subsection (a) with respect to a loan if--
                  ``(A) the creditor has consolidated assets of 
                $10,000,000,000 or less; and
                  ``(B) the creditor holds the loan on the 
                balance sheet of the creditor for the 3-year 
                period beginning on the date of the origination 
                of the loan.
          ``(2) Exception for certain transfers.--In the case 
        of a creditor that transfers a loan to another person 
        by reason of the bankruptcy or failure of the creditor, 
        the purchase of the creditor, or a supervisory act or 
        recommendation from a State or Federal regulator, the 
        creditor shall be deemed to have complied with the 
        requirement under paragraph (1)(B).''; and
          (2) by striking the term ``Board'' each place such 
        term appears and inserting ``Consumer Law Enforcement 
        Agency''.
  (b) Modification to Exemption for Small Servicers of Mortgage 
Loans.--Section 6 of the Real Estate Settlement Procedures Act 
of 1974 (12 U.S.C. 2605) is amended by adding at the end the 
following:
  ``(n) Small Servicer Exemption.--The Consumer Law Enforcement 
Agency shall, by regulation, provide exemptions to, or 
adjustments for, the provisions of this section for a servicer 
that annually services 20,000 or fewer mortgage loans, in order 
to reduce regulatory burdens while appropriately balancing 
consumer protections.''.

   Subtitle H--Financial Institutions Examination Fairness and Reform

SEC. 536. TIMELINESS OF EXAMINATION REPORTS.

  (a) In General.--The Federal Financial Institutions 
Examination Council Act of 1978 (12 U.S.C. 3301 et seq.) is 
amended by adding at the end the following:

``SEC. 1012. TIMELINESS OF EXAMINATION REPORTS.

  ``(a) In General.--
          ``(1) Final examination report.--A Federal financial 
        institutions regulatory agency shall provide a final 
        examination report to a financial institution not later 
        than 60 days after the later of--
                  ``(A) the exit interview for an examination 
                of the institution; or
                  ``(B) the provision of additional information 
                by the institution relating to the examination.
          ``(2) Exit interview.--If a financial institution is 
        not subject to a resident examiner program, the exit 
        interview shall occur not later than the end of the 9-
        month period beginning on the commencement of the 
        examination, except that such period may be extended by 
        the Federal financial institutions regulatory agency by 
        providing written notice to the institution and the 
        Independent Examination Review Director describing with 
        particularity the reasons that a longer period is 
        needed to complete the examination.
  ``(b) Examination Materials.--Upon the request of a financial 
institution, the Federal financial institutions regulatory 
agency shall include with the final report an appendix listing 
all examination or other factual information relied upon by the 
agency in support of a material supervisory determination.

``SEC. 1013. EXAMINATION STANDARDS.

  ``(a) In General.--In the examination of a financial 
institution--
          ``(1) a commercial loan shall not be placed in non-
        accrual status solely because the collateral for such 
        loan has deteriorated in value;
          ``(2) a modified or restructured commercial loan 
        shall be removed from non-accrual status if the 
        borrower demonstrates the ability to perform on such 
        loan over a maximum period of 6 months, except that 
        with respect to loans on a quarterly, semiannual, or 
        longer repayment schedule such period shall be a 
        maximum of 3 consecutive repayment periods;
          ``(3) a new appraisal on a performing commercial loan 
        shall not be required unless an advance of new funds is 
        involved; and
          ``(4) in classifying a commercial loan in which there 
        has been deterioration in collateral value, the amount 
        to be classified shall be the portion of the deficiency 
        relating to the decline in collateral value and 
        repayment capacity of the borrower.
  ``(b) Well Capitalized Institutions.--The Federal financial 
institutions regulatory agencies may not require a financial 
institution that is well capitalized to raise additional 
capital in lieu of an action prohibited under subsection (a).
  ``(c) Consistent Loan Classifications.--The Federal financial 
institutions regulatory agencies shall develop and apply 
identical definitions and reporting requirements for non-
accrual loans.

``SEC. 1014. OFFICE OF INDEPENDENT EXAMINATION REVIEW.

  ``(a) Establishment.--There is established in the Council an 
Office of Independent Examination Review (the `Office').
  ``(b) Head of Office.--There is established the position of 
the Independent Examination Review Director (the `Director'), 
as the head of the Office. The Director shall be appointed by 
the Council and shall be independent from any member agency of 
the Council.
  ``(c) Staffing.--The Director is authorized to hire staff to 
support the activities of the Office.
  ``(d) Duties.--The Director shall--
          ``(1) receive and, at the Director's discretion, 
        investigate complaints from financial institutions, 
        their representatives, or another entity acting on 
        behalf of such institutions, concerning examinations, 
        examination practices, or examination reports;
          ``(2) hold meetings, at least once every three months 
        and in locations designed to encourage participation 
        from all sections of the United States, with financial 
        institutions, their representatives, or another entity 
        acting on behalf of such institutions, to discuss 
        examination procedures, examination practices, or 
        examination policies;
          ``(3) review examination procedures of the Federal 
        financial institutions regulatory agencies to ensure 
        that the written examination policies of those agencies 
        are being followed in practice and adhere to the 
        standards for consistency established by the Council;
          ``(4) conduct a continuing and regular review of 
        examination quality assurance for all examination types 
        conducted by the Federal financial institutions 
        regulatory agencies;
          ``(5) adjudicate any supervisory appeal initiated 
        under section 1015; and
          ``(6) report annually to the Committee on Financial 
        Services of the House of Representatives, the Committee 
        on Banking, Housing, and Urban Affairs of the Senate, 
        and the Council, on the reviews carried out pursuant to 
        paragraphs (3) and (4), including compliance with the 
        requirements set forth in section 1012 regarding 
        timeliness of examination reports, and the Council's 
        recommendations for improvements in examination 
        procedures, practices, and policies.
  ``(e) Confidentiality.--The Director shall keep confidential 
all meetings with, discussions with, and information provided 
by financial institutions.

``SEC. 1015. RIGHT TO INDEPENDENT REVIEW OF MATERIAL SUPERVISORY 
                    DETERMINATIONS.

  ``(a) In General.--A financial institution shall have the 
right to obtain an independent review of a material supervisory 
determination contained in a final report of examination.
  ``(b) Notice.--
          ``(1) Timing.--A financial institution seeking review 
        of a material supervisory determination under this 
        section shall file a written notice with the 
        Independent Examination Review Director (the 
        `Director') within 60 days after receiving the final 
        report of examination that is the subject of such 
        review.
          ``(2) Identification of determination.--The written 
        notice shall identify the material supervisory 
        determination that is the subject of the independent 
        examination review, and a statement of the reasons why 
        the institution believes that the determination is 
        incorrect or should otherwise be modified.
          ``(3) Information to be provided to institution.--Any 
        information relied upon by the agency in the final 
        report that is not in the possession of the financial 
        institution may be requested by the financial 
        institution and shall be delivered promptly by the 
        agency to the financial institution.
  ``(c) Right to Hearing.--
          ``(1) In general.--The Director shall determine the 
        merits of the appeal on the record or, at the financial 
        institution's election, shall refer the appeal to an 
        Administrative Law Judge to conduct a confidential 
        hearing pursuant to the procedures set forth under 
        sections 556 and 557 of title 5, United States Code, 
        which hearing shall take place not later than 60 days 
        after the petition for review was received by the 
        Director, and to issue a proposed decision to the 
        Director based upon the record established at such 
        hearing.
          ``(2) Standard of review.--In rendering a 
        determination or recommendation under this subsection, 
        neither the Administrative Law Judge nor the Director 
        shall defer to the opinions of the examiner or agency, 
        but shall conduct a de novo review to independently 
        determine the appropriateness of the agency's decision 
        based upon the relevant statutes, regulations, and 
        other appropriate guidance, as well as evidence adduced 
        at any hearing.
  ``(d) Final Decision.--A decision by the Director on an 
independent review under this section shall--
          ``(1) be made not later than 60 days after the record 
        has been closed; and
          ``(2) be deemed final agency action and shall bind 
        the agency whose supervisory determination was the 
        subject of the review and the financial institution 
        requesting the review.
  ``(e) Right to Judicial Review.--A financial institution 
shall have the right to petition for review of final agency 
action under this section by filing a Petition for Review 
within 60 days of the Director's decision in the United States 
Court of Appeals for the District of Columbia Circuit or the 
Circuit in which the financial institution is located.
  ``(f) Report.--The Director shall report annually to the 
Committee on Financial Services of the House of Representatives 
and the Committee on Banking, Housing, and Urban Affairs of the 
Senate on actions taken under this section, including the types 
of issues that the Director has reviewed and the results of 
those reviews. In no case shall such a report contain 
information about individual financial institutions or any 
confidential or privileged information shared by financial 
institutions.
  ``(g) Retaliation Prohibited.--A Federal financial 
institutions regulatory agency may not--
          ``(1) retaliate against a financial institution, 
        including service providers, or any institution-
        affiliated party (as defined under section 3 of the 
        Federal Deposit Insurance Act), for exercising 
        appellate rights under this section; or
          ``(2) delay or deny any agency action that would 
        benefit a financial institution or any institution-
        affiliated party on the basis that an appeal under this 
        section is pending under this section.
  ``(h) Rule of Construction.--Nothing in this section may be 
construed--
          ``(1) to affect the right of a Federal financial 
        institutions regulatory agency to take enforcement or 
        other supervisory actions related to a material 
        supervisory determination under review under this 
        section; or
          ``(2) to prohibit the review under this section of a 
        material supervisory determination with respect to 
        which there is an ongoing enforcement or other 
        supervisory action.''.
  (b) Additional Amendments.--
          (1) Riegle community development and regulatory 
        improvement act of 1994.--Section 309 of the Riegle 
        Community Development and Regulatory Improvement Act of 
        1994 (12 U.S.C. 4806) is amended--
                  (A) in subsection (a), by inserting after 
                ``appropriate Federal banking agency'' the 
                following: ``, the Consumer Law Enforcement 
                Agency,'';
                  (B) in subsection (b)--
                          (i) in paragraph (2), by striking 
                        ``the appellant from retaliation by 
                        agency examiners'' and inserting ``the 
                        insured depository institution or 
                        insured credit union from retaliation 
                        by the agencies referred to in 
                        subsection (a)''; and
                          (ii) by adding at the end the 
                        following flush-left text:
``For purposes of this subsection and subsection (e), 
retaliation includes delaying consideration of, or withholding 
approval of, any request, notice, or application that otherwise 
would have been approved, but for the exercise of the 
institution's or credit union's rights under this section.'';
                  (C) in subsection (e)(2)--
                          (i) in subparagraph (B), by striking 
                        ``and'' at the end;
                          (ii) in subparagraph (C), by striking 
                        the period and inserting ``; and''; and
                          (iii) by adding at the end the 
                        following:
                  ``(D) ensure that appropriate safeguards 
                exist for protecting the insured depository 
                institution or insured credit union from 
                retaliation by any agency referred to in 
                subsection (a) for exercising its rights under 
                this subsection.''; and
                  (D) in subsection (f)(1)(A)--
                          (i) in clause (ii), by striking 
                        ``and'' at the end;
                          (ii) in clause (iii), by striking 
                        ``and'' at the end; and
                          (iii) by adding at the end the 
                        following:
                          ``(iv) any issue specifically listed 
                        in an exam report as a matter requiring 
                        attention by the institution's 
                        management or board of directors; and
                          ``(v) any suspension or removal of an 
                        institution's status as eligible for 
                        expedited processing of applications, 
                        requests, notices, or filings on the 
                        grounds of a supervisory or compliance 
                        concern, regardless of whether that 
                        concern has been cited as a basis for 
                        another material supervisory 
                        determination or matter requiring 
                        attention in an examination report, 
                        provided that the conduct at issue did 
                        not involve violation of any criminal 
                        law; and''.
          (2) Federal credit union act.--Section 205(j) of the 
        Federal Credit Union Act (12 U.S.C. 1785(j)) is amended 
        by inserting ``the Consumer Law Enforcement Agency,'' 
        before ``the Administration'' each place such term 
        appears.
          (3) Federal financial institutions examination 
        council act of 1978.--The Federal Financial 
        Institutions Examination Council Act of 1978 (12 U.S.C. 
        3301 et seq.) is amended--
                  (A) in section 1003, by amending paragraph 
                (1) to read as follows:
          ``(1) the term `Federal financial institutions 
        regulatory agencies'--
                  ``(A) means the Office of the Comptroller of 
                the Currency, the Board of Governors of the 
                Federal Reserve System, the Federal Deposit 
                Insurance Corporation, and the National Credit 
                Union Administration; and
                  ``(B) for purposes of sections 1012, 1013, 
                1014, and 1015, includes the Consumer Law 
                Enforcement Agency;''; and
                  (B) in section 1005, by striking ``One-
                fifth'' and inserting ``One-fourth''.

  Subtitle I--National Credit Union Administration Budget Transparency

SEC. 541. BUDGET TRANSPARENCY FOR THE NCUA.

  Section 209(b) of the Federal Credit Union Act (12 U.S.C. 
1789) is amended--
          (1) by redesignating paragraphs (1) and (2) as 
        paragraphs (2) and (3), respectively;
          (2) by inserting before paragraph (2), as so 
        redesignated, the following:
          ``(1) on an annual basis and prior to the submission 
        of the detailed business-type budget required under 
        paragraph (2)--
                  ``(A) make publicly available and cause to be 
                printed in the Federal Register a draft of such 
                detailed business-type budget; and
                  ``(B) hold a public hearing, with public 
                notice provided of such hearing, wherein the 
                public can submit comments on the draft of such 
                detailed business-type budget;''; and
          (3) in paragraph (2), as so redesignated--
                  (A) by inserting ``detailed'' after ``submit 
                a''; and
                  (B) by inserting ``, and where such budget 
                shall address any comments submitted by the 
                public pursuant to paragraph (1)(B)'' after 
                ``Control Act''.

   Subtitle J--Taking Account of Institutions With Low Operation Risk

SEC. 546. REGULATIONS APPROPRIATE TO BUSINESS MODELS.

  (a) In General.--For any regulatory action occurring after 
the date of the enactment of this Act, each Federal financial 
institutions regulatory agency shall--
          (1) take into consideration the risk profile and 
        business models of each type of institution or class of 
        institutions subject to the regulatory action;
          (2) determine the necessity, appropriateness, and 
        impact of applying such regulatory action to such 
        institutions or classes of institutions; and
          (3) tailor such regulatory action in a manner that 
        limits the regulatory compliance impact, cost, 
        liability risk, and other burdens, as appropriate, for 
        the risk profile and business model of the institution 
        or class of institutions involved.
  (b) Other Considerations.--In carrying out the requirements 
of subsection (a), each Federal financial institutions 
regulatory agency shall consider--
          (1) the impact that such regulatory action, both by 
        itself and in conjunction with the aggregate effect of 
        other regulations, has on the ability of the applicable 
        institution or class of institutions to serve evolving 
        and diverse customer needs;
          (2) the potential impact of examination manuals, 
        regulatory actions taken with respect to third-party 
        service providers, or other regulatory directives that 
        may be in conflict or inconsistent with the tailoring 
        of such regulatory action described in subsection 
        (a)(3); and
          (3) the underlying policy objectives of the 
        regulatory action and statutory scheme involved.
  (c) Notice of Proposed and Final Rulemaking.--Each Federal 
financial institutions regulatory agency shall disclose in 
every notice of proposed rulemaking and in any final rulemaking 
for a regulatory action how the agency has applied subsections 
(a) and (b).
  (d) Reports to Congress.--
          (1) Individual agency reports.--
                  (A) In general.--Not later than 1 year after 
                the date of the enactment of this Act and 
                annually thereafter, each Federal financial 
                institutions regulatory agency shall report to 
                the Committee on Financial Services of the 
                House of Representatives and the Committee on 
                Banking, Housing, and Urban Affairs of the 
                Senate on the specific actions taken to tailor 
                the regulatory actions of the agency pursuant 
                to the requirements of this Act.
                  (B) Appearance before the committees.--The 
                head of each Federal financial institution 
                regulatory agency shall appear before the 
                Committee on Financial Services of the House of 
                Representatives and the Committee on Banking, 
                Housing, and Urban Affairs of the Senate after 
                each report is made pursuant to subparagraph 
                (A) to testify on the contents of such report.
          (2) FIEC reports.--
                  (A) In general.--Not later than 3 months 
                after each report is submitted under paragraph 
                (1), the Financial Institutions Examination 
                Council shall report to the Committee on 
                Financial Services of the House of 
                Representatives and the Committee on Banking, 
                Housing, and Urban Affairs of the Senate on--
                          (i) the extent to which regulatory 
                        actions tailored pursuant to this Act 
                        result in different treatment of 
                        similarly situated institutions of 
                        diverse charter types; and
                          (ii) the reasons for such 
                        differential treatment.
                  (B) Appearance before the committees.--The 
                Chairman of the Financial Institutions 
                Examination Council shall appear before the 
                Committee on Financial Services of the House of 
                Representatives and the Committee on Banking, 
                Housing, and Urban Affairs of the Senate after 
                each report is made pursuant to subparagraph 
                (A) to testify on the contents of such report.
  (e) Limited Look-Back Application.--
          (1) In general.--Each Federal financial institutions 
        regulatory agency shall conduct a review of all 
        regulations adopted during the period beginning on the 
        date that is seven years before the date of the 
        introduction of this Act in the House of 
        Representatives and ending on the date of the enactment 
        of this Act, and apply the requirements of this Act to 
        such regulations.
          (2) Revision.--If the application of the requirements 
        of this Act to any such regulation requires such 
        regulation to be revised, the applicable Federal 
        financial institutions regulatory agency shall revise 
        such regulation within 3 years of the enactment of this 
        Act.
  (f) Definitions.--In this Act, the following definitions 
shall apply:
          (1) Federal financial institutions regulatory 
        agencies.--The term ``Federal financial institutions 
        regulatory agencies'' means the Office of the 
        Comptroller of the Currency, the Board of Governors of 
        the Federal Reserve System, the Federal Deposit 
        Insurance Corporation, the National Credit Union 
        Administration, and the Consumer Law Enforcement 
        Agency.
          (2) Regulatory action.--The term ``regulatory 
        action'' means any proposed, interim, or final rule or 
        regulation, guidance, or published interpretation.

      Subtitle K--Federal Savings Association Charter Flexibility

SEC. 551. OPTION FOR FEDERAL SAVINGS ASSOCIATIONS TO OPERATE AS A 
                    COVERED SAVINGS ASSOCIATION.

  The Home Owners' Loan Act is amended by inserting after 
section 5 (12 U.S.C. 1464) the following:

``SEC. 5A. ELECTION TO OPERATE AS A COVERED SAVINGS ASSOCIATION.

  ``(a) Definition.--In this section, the term `covered savings 
association' means a Federal savings association that makes an 
election approved under subsection (b).
  ``(b) Election.--
          ``(1) In general.--Upon issuance of the rules 
        described in subsection (f), a Federal savings 
        association may elect to operate as a covered savings 
        association by submitting a notice to the Comptroller 
        of such election.
          ``(2) Approval.--A Federal savings association shall 
        be deemed to be approved to operate as a covered 
        savings association on the date that is 60 days after 
        the date on which the Comptroller receives the notice 
        under paragraph (1), unless the Comptroller notifies 
        the Federal savings association otherwise.
  ``(c) Rights and Duties.--Notwithstanding any other provision 
of law and except as otherwise provided in this section, a 
covered savings association shall--
          ``(1) have the same rights and privileges as a 
        national bank that has its main office situated in the 
        same location as the home office of the covered savings 
        association; and
          ``(2) be subject to the same duties, restrictions, 
        penalties, liabilities, conditions, and limitations 
        that would apply to such a national bank.
  ``(d) Treatment of Covered Savings Associations.--A covered 
savings association shall be treated as a Federal savings 
association for the purposes--
          ``(1) of governance of the covered savings 
        association, including incorporation, bylaws, boards of 
        directors, shareholders, and distribution of dividends;
          ``(2) of consolidation, merger, dissolution, 
        conversion (including conversion to a stock bank or to 
        another charter), conservatorship, and receivership; 
        and
          ``(3) determined by regulation of the Comptroller.
  ``(e) Existing Branches.--A covered savings association may 
continue to operate any branch or agency the covered savings 
association operated on the date on which an election under 
subsection (b) is approved.
  ``(f) Rulemaking.--The Comptroller shall issue rules to carry 
out this section--
          ``(1) that establish streamlined standards and 
        procedures that clearly identify required documentation 
        or timelines for an election under subsection (b);
          ``(2) that require a Federal savings association that 
        makes an election under subsection (b) to identify 
        specific assets and subsidiaries--
                  ``(A) that do not conform to the requirements 
                for assets and subsidiaries of a national bank; 
                and
                  ``(B) that are held by the Federal savings 
                association on the date on which the Federal 
                savings association submits a notice of such 
                election;
          ``(3) that establish--
                  ``(A) a transition process for bringing such 
                assets and subsidiaries into conformance with 
                the requirements for a national bank; and
                  ``(B) procedures for allowing the Federal 
                savings association to provide a justification 
                for grandfathering such assets and subsidiaries 
                after electing to operate as a covered savings 
                association;
          ``(4) that establish standards and procedures to 
        allow a covered savings association to terminate an 
        election under subsection (b) after an appropriate 
        period of time or to make a subsequent election;
          ``(5) that clarify requirements for the treatment of 
        covered savings associations, including the provisions 
        of law that apply to covered savings associations; and
          ``(6) as the Comptroller deems necessary and in the 
        interests of safety and soundness.''.

                Subtitle L--SAFE Transitional Licensing

SEC. 556. ELIMINATING BARRIERS TO JOBS FOR LOAN ORIGINATORS.

  (a) In General.--The S.A.F.E. Mortgage Licensing Act of 2008 
(12 U.S.C. 5101 et seq.) is amended by adding at the end the 
following:

``SEC. 1518. EMPLOYMENT TRANSITION OF LOAN ORIGINATORS.

  ``(a) Temporary Authority to Originate Loans for Loan 
Originators Moving From a Depository Institution to a Non-
depository Institution.--
          ``(1) In general.--Upon employment by a State-
        licensed mortgage company, an individual who is a 
        registered loan originator shall be deemed to have 
        temporary authority to act as a loan originator in an 
        application State for the period described in paragraph 
        (2) if the individual--
                  ``(A) has not had an application for a loan 
                originator license denied, or had such a 
                license revoked or suspended in any 
                governmental jurisdiction;
                  ``(B) has not been subject to or served with 
                a cease and desist order in any governmental 
                jurisdiction or as described in section 
                1514(c);
                  ``(C) has not been convicted of a felony that 
                would preclude licensure under the law of the 
                application State;
                  ``(D) has submitted an application to be a 
                State-licensed loan originator in the 
                application State; and
                  ``(E) was registered in the Nationwide 
                Mortgage Licensing System and Registry as a 
                loan originator during the 12-month period 
                preceding the date of submission of the 
                information required under section 1505(a).
          ``(2) Period.--The period described in paragraph (1) 
        shall begin on the date that the individual submits the 
        information required under section 1505(a) and shall 
        end on the earliest of--
                  ``(A) the date that the individual withdraws 
                the application to be a State-licensed loan 
                originator in the application State;
                  ``(B) the date that the application State 
                denies, or issues a notice of intent to deny, 
                the application;
                  ``(C) the date that the application State 
                grants a State license; or
                  ``(D) the date that is 120 days after the 
                date on which the individual submits the 
                application, if the application is listed on 
                the Nationwide Mortgage Licensing System and 
                Registry as incomplete.
  ``(b) Temporary Authority to Originate Loans for State-
licensed Loan Originators Moving Interstate.--
          ``(1) In general.--A State-licensed loan originator 
        shall be deemed to have temporary authority to act as a 
        loan originator in an application State for the period 
        described in paragraph (2) if the State-licensed loan 
        originator--
                  ``(A) meets the requirements of subparagraphs 
                (A), (B), (C), and (D) of subsection (a)(1);
                  ``(B) is employed by a State-licensed 
                mortgage company in the application State; and
                  ``(C) was licensed in a State that is not the 
                application State during the 30-day period 
                preceding the date of submission of the 
                information required under section 1505(a) in 
                connection with the application submitted to 
                the application State.
          ``(2) Period.--The period described in paragraph (1) 
        shall begin on the date that the State-licensed loan 
        originator submits the information required under 
        section 1505(a) in connection with the application 
        submitted to the application State and end on the 
        earliest of--
                  ``(A) the date that the State-licensed loan 
                originator withdraws the application to be a 
                State-licensed loan originator in the 
                application State;
                  ``(B) the date that the application State 
                denies, or issues a notice of intent to deny, 
                the application;
                  ``(C) the date that the application State 
                grants a State license; or
                  ``(D) the date that is 120 days after the 
                date on which the State-licensed loan 
                originator submits the application, if the 
                application is listed on the Nationwide 
                Mortgage Licensing System and Registry as 
                incomplete.
  ``(c) Applicability.--
          ``(1) Any person employing an individual who is 
        deemed to have temporary authority to act as a loan 
        originator in an application State pursuant to this 
        section shall be subject to the requirements of this 
        title and to applicable State law to the same extent as 
        if such individual was a State-licensed loan originator 
        licensed by the application State.
          ``(2) Any individual who is deemed to have temporary 
        authority to act as a loan originator in an application 
        State pursuant to this section and who engages in 
        residential mortgage loan origination activities shall 
        be subject to the requirements of this title and to 
        applicable State law to the same extent as if such 
        individual was a State-licensed loan originator 
        licensed by the application State.
  ``(d) Definitions.--In this section, the following 
definitions shall apply:
          ``(1) State-licensed mortgage company.--The term 
        `State-licensed mortgage company' means an entity 
        licensed or registered under the law of any State to 
        engage in residential mortgage loan origination and 
        processing activities.
          ``(2) Application state.--The term `application 
        State' means a State in which a registered loan 
        originator or a State-licensed loan originator seeks to 
        be licensed.''.
  (b) Table of Contents Amendment.--The table of contents in 
section 1(b) of the Housing and Economic Recovery Act of 2008 
(42 U.S.C. 4501 note) is amended by inserting after the item 
relating to section 1517 the following:


``Sec. 1518. Employment transition of loan originators.''.

  (c) Amendment to Civil Liability of the Consumer Law 
Enforcement Agency and Other Officials.--Section 1513 of the 
S.A.F.E. Mortgage Licensing Act of 2008 (12 U.S.C. 5112) is 
amended by striking ``are loan originators or are applying for 
licensing or registration as loan originators'' and inserting 
``are applying for licensing or registration using the 
Nationwide Mortgage Licensing System and Registry''.

                       Subtitle M--Right to Lend

SEC. 561. SMALL BUSINESS LOAN DATA COLLECTION REQUIREMENT.

  (a) Repeal.--Section 704B of the Equal Credit Opportunity Act 
(15 U.S.C. 1691c-2) is repealed.
  (b) Conforming Amendments.--Section 701(b) of the Equal 
Credit Opportunity Act (15 U.S.C. 1691(b)) is amended--
          (1) in paragraph (3), by inserting ``or'' at the end;
          (2) in paragraph (4), by striking ``; or'' and 
        inserting a period; and
          (3) by striking paragraph (5).
  (c) Clerical Amendment.--The table of sections for title VII 
of the Consumer Credit Protection Act is amended by striking 
the item relating to section 704B.

              Subtitle N--Community Bank Reporting Relief

SEC. 566. SHORT FORM CALL REPORT.

  (a) In General.--Section 7(a) of the Federal Deposit 
Insurance Act (12 U.S.C. 1817(a)) is amended by adding at the 
end the following:
          ``(12) Short form reporting.--
                  ``(A) In general.--The appropriate Federal 
                banking agencies shall issue regulations 
                allowing for a reduced reporting requirement 
                for covered depository institutions when making 
                the first and third report of condition for a 
                year, as required pursuant to paragraph (3).
                  ``(B) Covered depository institution 
                defined.--For purposes of this paragraph, the 
                term `covered depository institution' means an 
                insured depository institution that--
                          ``(i) is well capitalized (as defined 
                        under section 38(b)); and
                          ``(ii) satisfies such other criteria 
                        as the appropriate Federal banking 
                        agencies determine appropriate.''.
  (b) Report to Congress.--Not later than 180 days after the 
date of the enactment of this Act, and every 365 days 
thereafter until the appropriate Federal banking agencies (as 
defined under section 3 of the Federal Deposit Insurance Act) 
have issued the regulations required under section 7(a)(12)(A) 
of the Federal Deposit Insurance Act, such agencies shall 
submit to the Committee on Financial Services of the House of 
Representatives and the Committee on Banking, Housing, and 
Urban Affairs of the Senate a report describing the progress 
made in issuing such regulations.

          Subtitle O--Homeowner Information Privacy Protection

SEC. 571. STUDY REGARDING PRIVACY OF INFORMATION COLLECTED UNDER THE 
                    HOME MORTGAGE DISCLOSURE ACT OF 1975.

  (a) Study.--The Comptroller General of the United States 
shall conduct a study to determine whether the data required to 
be published, made available, or disclosed under the final 
rule, in connection with other publicly available data sources, 
including data made publicly available under Regulation C (12 
C.F.R. 1003) before the effective date of the final rule, could 
allow for or increase the probability of--
          (1) exposure of the identity of mortgage applicants 
        or mortgagors through reverse engineering;
          (2) exposure of mortgage applicants or mortgagors to 
        identity theft or the loss of sensitive personal 
        financial information;
          (3) the marketing or sale of unfair or deceptive 
        financial products to mortgage applicants or mortgagors 
        based on such data;
          (4) personal financial loss or emotional distress 
        resulting from the exposure of mortgage applicants or 
        mortgagors to identify theft or the loss of sensitive 
        personal financial information; and
          (5) the potential legal liability facing the Consumer 
        Law Enforcement Agency and market participants in the 
        event the data required to be published, made 
        available, or disclosed under the final rule leads or 
        contributes to identity theft or the capture of 
        sensitive personal financial information.
  (b) Report.--The Comptroller General of the United States 
shall submit to the Committee on Financial Services of the 
House of Representatives and the Committee on Banking, Housing, 
and Urban Affairs of the Senate a report that includes--
          (1) the findings and conclusions of the Comptroller 
        General with respect to the study required under 
        subsection (a); and
          (2) any recommendations for legislative or regulatory 
        actions that--
                  (A) would enhance the privacy of a consumer 
                when accessing mortgage credit; and
                  (B) are consistent with consumer protections 
                and safe and sound banking operations.
  (c) Suspension of Data Sharing Requirements.--Notwithstanding 
any other provision of law, including the final rule--
          (1) depository institutions shall not be required to 
        publish, disclose, or otherwise make available to the 
        public, pursuant to the Home Mortgage Disclosure Act of 
        1975 (or regulations issued under such Act) any data 
        that was not required to be published, disclosed, or 
        otherwise made available pursuant to such Act (or 
        regulations issued under such Act) on the day before 
        the date of the enactment of the Dodd-Frank Wall Street 
        Reform and Consumer Protection Act; and
          (2) the Consumer Law Enforcement Agency and the 
        Financial Institutions Examination Council shall not 
        publish, disclose, or otherwise make available to the 
        public any such information received from a depository 
        institution pursuant to the final rule, except as 
        required by law.
  (d)  Temporary Suspension of Data Reporting Requirements..--
Notwithstanding any other provision of law, the effective date 
for new reporting requirements contained in the final rule 
shall be January 1, 2019.
  (e) Definitions.--For purposes of this section:
          (1) Depository institution.--The term ``depository 
        institution'' has the meaning given that term under 
        section 303 of the Home Mortgage Disclosure Act of 1975 
        (12 U.S.C. 2802).
          (2) Final rule.--The term ``final rule'' means the 
        final rule issued by the Bureau of Consumer Financial 
        Protection titled ``Home Mortgage Disclosure 
        (Regulation C)'' (October 28, 2015; 80 Fed. Reg. 
        66128).

            Subtitle A--Home Mortgage Disclosure Adjustment

SEC. 576. DEPOSITORY INSTITUTIONS SUBJECT TO MAINTENANCE OF RECORDS AND 
                    DISCLOSURE REQUIREMENTS.

  (a) In General.--Section 304 of the Home Mortgage Disclosure 
Act of 1975 (12 U.S.C. 2803) is amended--
          (1) by redesignating subsection (i) as paragraph (2) 
        and adjusting the margin appropriately; and
          (2) by inserting before such paragraph (2) the 
        following:
  ``(i) Exemptions.--
          ``(1) In general.--With respect to a depository 
        institution, the requirements of subsections (a) and 
        (b) shall not apply--
                  ``(A) with respect to closed-end mortgage 
                loans, if such depository institution 
                originated less than 100 closed-end mortgage 
                loans in each of the two preceding calendar 
                years; and
                  ``(B) with respect to open-end lines of 
                credit, if such depository institution 
                originated less than 200 open-end lines of 
                credit in each of the two preceding calendar 
                years.''.
  (b) Technical Correction.--Section 304(i)(2) of such Act, as 
redesignated by subsection (a), is amended by striking 
``section 303(2)(A)'' and inserting ``section 303(3)(A)''.

           Subtitle B--Protecting Consumers' Access to Credit

SEC. 581. RATE OF INTEREST AFTER TRANSFER OF LOAN.

  (a) Amendment to the Revised Statutes.--Section 5197 of the 
Revised Statutes of the United States (12 U.S.C. 85) is amended 
by adding at the end the following new sentence: ``A loan that 
is valid when made as to its maximum rate of interest in 
accordance with this section shall remain valid with respect to 
such rate regardless of whether the loan is subsequently sold, 
assigned, or otherwise transferred to a third party, and may be 
enforced by such third party notwithstanding any State law to 
the contrary.''.
  (b) Amendment to the Home Owners' Loan Act.--Section 4(g)(1) 
of the Home Owners' Loan Act (12 U.S.C. 1463(g)(1)) is amended 
by adding at the end the following new sentence: ``A loan that 
is valid when made as to its maximum rate of interest in 
accordance with this subsection shall remain valid with respect 
to such rate regardless of whether the loan is subsequently 
sold, assigned, or otherwise transferred to a third party, and 
may be enforced by such third party notwithstanding any State 
law to the contrary.''.
  (c) Amendment to the Federal Credit Union Act.--Section 
205(g)(1) of the Federal Credit Union Act (12 U.S.C. 
1785(g)(1)) is amended by adding at the end the following new 
sentence: ``A loan that is valid when made as to its maximum 
rate of interest in accordance with this subsection shall 
remain valid with respect to such rate regardless of whether 
the loan is subsequently sold, assigned, or otherwise 
transferred to a third party, and may be enforced by such third 
party notwithstanding any State law to the contrary.''.
  (d) Amendment to the Federal Deposit Insurance Act.--Section 
27(a) of the Federal Deposit Insurance Act (12 U.S.C. 1831d(a)) 
is amended by adding at the end the following new sentence: ``A 
loan that is valid when made as to its maximum rate of interest 
in accordance with this section shall remain valid with respect 
to such rate regardless of whether the loan is subsequently 
sold, assigned, or otherwise transferred to a third party, and 
may be enforced by such third party notwithstanding any State 
law to the contrary.''.

                 Subtitle C--NCUA Overhead Transparency

SEC. 586. FUND TRANSPARENCY.

  Section 203 of the Federal Credit Union Act (12 U.S.C. 1783) 
is amended by adding at the end the following:
  ``(g) Fund Transparency.--
          ``(1) In general.--The Board shall accompany each 
        annual budget submitted pursuant to section 209(b) with 
        a report containing--
                  ``(A) a detailed analysis of how the expenses 
                of the Administration are assigned between 
                prudential activities and insurance-related 
                activities and the extent to which those 
                expenses are paid from the fees collected 
                pursuant to section 105 or from the Fund; and
                  ``(B) the Board's supporting rationale for 
                any proposed use of amounts in the Fund 
                contained in such budget, including detailed 
                breakdowns and supporting rationales for any 
                such proposed use related to titles of this Act 
                other than this title.
          ``(2) Public disclosure.--The Board shall make each 
        report described under paragraph (1) available to the 
        public and available on the Board's website.''.

             Subtitle D--Housing Opportunities Made Easier

SEC. 591. CLARIFICATION OF DONATED SERVICES TO NON-PROFITS.

  Section 129E(i) of the Truth in Lending Act (15 U.S.C. 
1639e(i)) is amended by adding at the end the following:
          ``(4) Rule of construction related to appraisal 
        donations.--For purposes of paragraph (1), if a fee 
        appraiser voluntarily donates appraisal services to an 
        organization described in section 170(c)(2) of the 
        Internal Revenue Code of 1986, such voluntary donation 
        shall be deemed customary and reasonable.''.

  TITLE VI--REGULATORY RELIEF FOR STRONGLY CAPITALIZED, WELL MANAGED 
                         BANKING ORGANIZATIONS

SEC. 601. CAPITAL ELECTION.

  (a) In General.--A banking organization may make an election 
under this section to be treated as a qualifying banking 
organization for purposes of the regulatory relief described 
under section 602.
  (b) Requirements.--A banking organization may qualify to be 
treated as a qualifying banking organization if--
          (1) the banking organization has an average leverage 
        ratio of at least 10 percent;
          (2) with respect to a depository institution holding 
        company, each insured depository institution subsidiary 
        of the holding company simultaneously makes the 
        election described under subsection (a); and
          (3) with respect to an insured depository 
        institution, any parent depository institution holding 
        company of the institution simultaneously makes the 
        election described under subsection (a).
  (c) Election Process.--To make an election under this 
section, a banking organization shall submit an election to the 
appropriate Federal banking agency (and any applicable State 
bank supervisor that regulates the banking organization) 
containing--
          (1) a notice of such election;
          (2) the banking organization's average leverage 
        ratio, as well as the organization's quarterly leverage 
        ratio for each of the most recently completed four 
        calendar quarters;
          (3) if the banking organization is a depository 
        institution holding company, the information described 
        under paragraph (2) for each of the organization's 
        insured depository institution subsidiaries; and
          (4) if the banking organization is an insured 
        depository institution, the information described under 
        paragraph (2) for any parent depository institution 
        holding company of the institution.
  (d) Effective Date of Election.--
          (1) In general.--An election made under this section 
        shall take effect at the end of the 30-day period 
        beginning on the date that the appropriate Federal 
        banking agency receives the application described under 
        subsection (c), unless the appropriate Federal banking 
        agency determines that the banking organization has not 
        met the requirements described under subsection (b).
          (2) Notice of failure to meet requirements.--If the 
        appropriate Federal banking agency determines that a 
        banking organization submitting an election notice 
        under subsection (c) does not meet the requirements 
        described under subsection (b), the agency shall--
                  (A) notify the banking organization (and any 
                applicable State bank supervisor that regulates 
                the banking organization), in writing, of such 
                determination as soon as possible after such 
                determination is made, but in no case later 
                than the end of the 30-day period beginning on 
                the date that the appropriate Federal banking 
                agency receives the election; and
                  (B) include in such notification the specific 
                reasons for such determination and steps that 
                the banking organization can take to meet such 
                requirements.
  (e) Treatment of Certain New Banking Organizations.--In the 
case of a banking organization that is a newly-chartered 
insured depository institution or a banking organization that 
becomes a banking organization because it controls a newly-
chartered insured depository institution, such banking 
organization may be treated as a qualifying banking 
organization immediately upon becoming a banking organization, 
if--
          (1) an election to be treated as a qualifying banking 
        organization was included in the application filed with 
        the appropriate Federal banking agency in connection 
        with becoming a banking organization; and
          (2) as of the date the banking organization becomes a 
        banking organization, the banking organization's 
        tangible equity divided by the banking organization's 
        leverage exposure, expressed as a percentage, is at 
        least 10 percent.
  (f) Failure to Maintain Quarterly Leverage Ratio and Loss of 
Election.--
          (1) Effect of failure to maintain quarterly leverage 
        ratio.--
                  (A) In general.--If, with respect to the most 
                recently completed calendar quarter, the 
                appropriate Federal banking agency determines 
                that a qualifying banking organization's 
                quarterly leverage ratio is below 10 percent--
                          (i) the appropriate Federal banking 
                        agency shall notify the qualifying 
                        banking organization and any applicable 
                        State bank supervisor that regulates 
                        the banking organization of such 
                        determination;
                          (ii) the appropriate Federal banking 
                        agency may prohibit the banking 
                        organization from making a capital 
                        distribution; and
                          (iii) the banking organization shall, 
                        within 3 months of the first such 
                        determination, submit a capital 
                        restoration plan to the appropriate 
                        Federal banking agency.
                  (B) Loss of election after one-year 
                remediation period.--If a banking organization 
                described under subparagraph (A) does not, 
                within the 1-year period beginning on the date 
                of such determination, raise the organization's 
                quarterly leverage ratio for a calendar quarter 
                ending in such 1-year period to at least 10 
                percent, the banking organization's election 
                under this section shall be terminated, and the 
                appropriate Federal banking agency shall notify 
                any applicable State bank supervisor that 
                regulates the banking organization of such 
                termination.
                  (C) Effect of subsidiary on parent 
                organization.--With respect to a qualifying 
                banking organization described under 
                subparagraph (A) that is an insured depository 
                institution, any parent depository institution 
                holding company of the qualifying banking 
                organization shall--
                          (i) if the appropriate Federal 
                        banking agency determines it 
                        appropriate, be prohibited from making 
                        a capital distribution (other than a 
                        capital contribution to such qualifying 
                        banking organization described under 
                        subparagraph (A)); and
                          (ii) if the qualifying banking 
                        organization has an election terminated 
                        under subparagraph (B), any such parent 
                        depository institution holding company 
                        shall also have its election under this 
                        section terminated.
          (2) Immediate loss of election if the quarterly 
        leverage ratio falls below 6 percent.--
                  (A) In general.--If, with respect to the most 
                recently completed calendar quarter, the 
                appropriate Federal banking agency determines 
                that a qualifying banking organization's 
                quarterly leverage ratio is below 6 percent, 
                the banking organization's election under this 
                section shall be terminated, and the 
                appropriate Federal banking agency shall notify 
                any applicable State bank supervisor that 
                regulates the banking organization of such 
                termination.
                  (B) Effect of subsidiary on parent 
                organization.--With respect to a qualifying 
                banking organization described under 
                subparagraph (A) that is an insured depository 
                institution, any parent depository institution 
                holding company of the qualifying banking 
                organization shall also have its election under 
                this section terminated.
          (3) Ability to make future elections.--If a banking 
        organization has an election under this section 
        terminated, the banking organization may not apply for 
        another election under this section until the banking 
        organization has maintained a quarterly leverage ratio 
        of at least 10 percent for 8 consecutive calendar 
        quarters.

SEC. 602. REGULATORY RELIEF.

  (a) In General.--A qualifying banking organization shall be 
exempt from the following:
          (1) Any Federal law, rule, or regulation addressing 
        capital or liquidity requirements or standards.
          (2) Any Federal law, rule, or regulation that permits 
        an appropriate Federal banking agency to object to a 
        capital distribution.
          (3) Any consideration by an appropriate Federal 
        banking agency of the following:
                  (A) Any risk the qualifying banking 
                organization may pose to ``the stability of the 
                financial system of the United States'', under 
                section 5(c)(2) of the Bank Holding Company Act 
                of 1956.
                  (B) The ``extent to which a proposed 
                acquisition, merger, or consolidation would 
                result in greater or more concentrated risks to 
                the stability of the United States banking or 
                financial system'', under section 3(c)(7) of 
                the Bank Holding Company Act of 1956, so long 
                as the banking organization, after such 
                proposed acquisition, merger, or consolidation, 
                would maintain a quarterly leverage ratio of at 
                least 10 percent.
                  (C) Whether the performance of an activity by 
                the banking organization could possibly pose a 
                ``risk to the stability of the United States 
                banking or financial system'', under section 
                4(j)(2)(A) of the Bank Holding Company Act of 
                1956.
                  (D) Whether the acquisition of control of 
                shares of a company engaged in an activity 
                described in section 4(j)(1)(A) of the Bank 
                Holding Company Act of 1956 could possibly pose 
                a ``risk to the stability of the United States 
                banking or financial system'', under section 
                4(j)(2)(A) of the Bank Holding Company Act of 
                1956, so long as the banking organization, 
                after acquiring control of such company, would 
                maintain a quarterly leverage ratio of at least 
                10 percent.
                  (E) Whether a merger would pose a ``risk to 
                the stability of the United States banking or 
                financial system'', under section 18(c)(5) of 
                the Federal Deposit Insurance Act, so long as 
                the banking organization, after such proposed 
                merger, would maintain a quarterly leverage 
                ratio of at least 10 percent.
                  (F) Any risk the qualifying banking 
                organization may pose to ``the stability of the 
                financial system of the United States'', under 
                section 10(b)(4) of the Home Owners' Loan Act.
          (4) Subsections (i)(8) and (k)(6)(B)(ii) of section 4 
        and section 14 of the Bank Holding Company Act of 1956.
          (5) Section 18(c)(13) of the Federal Deposit 
        Insurance Act.
          (6) Section 163 of the Financial Stability Act of 
        2010.
          (7) Section 10(e)(2)(E) of the Home Owners' Loan Act.
          (8) Any Federal law, rule, or regulation implementing 
        standards of the type provided for in subsections (b), 
        (c), (d), (e), (g), (h), (i), and (j) of section 165 of 
        the Financial Stability Act of 2010.
          (9) Any Federal law, rule, or regulation providing 
        limitations on mergers, consolidations, or acquisitions 
        of assets or control, to the extent such limitations 
        relate to capital or liquidity standards or 
        concentrations of deposits or assets, so long as the 
        banking organization, after such proposed merger, 
        consolidation, or acquisition, would maintain a 
        quarterly leverage ratio of at least 10 percent.
  (b) Qualifying Banking Organizations Treated as Well 
Capitalized.--A qualifying banking organization shall be deemed 
to be ``well capitalized'' for purposes of--
          (1) section 216 of the Federal Credit Union Act; and
          (2) sections 29, 38, 44, and 46 of the Federal 
        Deposit Insurance Act.
  (c) Treatment of Certain Risk-weighted Asset Requirements for 
Qualifying Banking Organizations.--
          (1) Acquisition size criteria treatment.--A 
        qualifying banking organization shall be deemed to meet 
        the criteria described under section 4(j)(4)(D) of the 
        Bank Holding Company Act of 1956, so long as after the 
        proposed transaction the acquiring qualifying banking 
        organization would maintain a quarterly leverage ratio 
        of at least 10 percent.
          (2) Use of leverage exposure.--With respect to a 
        qualifying banking organization, in determining whether 
        a proposal qualifies with the criteria described under 
        subparagraphs (A)(iii) and (B)(i) of section 4(j)(4) of 
        the Bank Holding Company Act of 1956, the Board of 
        Governors of the Federal Reserve System shall consider 
        the leverage exposure of an insured depository 
        institution instead of the total risk-weighted assets 
        of such institution.

SEC. 603. CONTINGENT CAPITAL STUDY.

  (a) Study.--The Board of Governors of the Federal Reserve 
System, the Federal Deposit Insurance Corporation, and the 
Office of the Comptroller of the Currency shall each carry out 
a study, which shall include holding public hearings, on how to 
design a requirement that banking organizations issue 
contingent capital with a market-based conversion trigger.
  (b) Report.--Not later than the end of the 1-year period 
beginning on the date of the enactment of this Act, each agency 
described under subsection (a) shall submit a report to the 
Congress containing--
          (1) all findings and determinations made by the 
        agency in carrying out the study required under 
        subsection (a); and
          (2) the agency's recommendations on how the Congress 
        should design a requirement that banking organizations 
        issue contingent capital with a market-based conversion 
        trigger.

SEC. 604. STUDY ON ALTERING THE CURRENT PROMPT CORRECTIVE ACTION RULES.

  (a) Study.--The Comptroller General of the United States 
shall conduct a study to assess the benefits and feasibility of 
altering the current prompt corrective action rules and 
replacing the Basel-based capital ratios with the nonperforming 
asset coverage ratio or NACR as the trigger for specific 
required supervisory interventions. The Comptroller General 
shall ensure that such study includes the following:
          (1) An assessment of the performance of an NACR 
        forward-looking measure of a banking organization's 
        solvency condition relative to the regulatory capital 
        ratios currently used by prompt corrective action 
        rules.
          (2) An analysis of the performance of alternative 
        definitions of nonperforming assets.
          (3) An assessment of the impact of two alternative 
        intervention thresholds:
                  (A) An initial (high) intervention threshold, 
                below which appropriate Federal banking agency 
                examiners are required to intervene and assess 
                a banking organization's condition and 
                prescribe remedial measures.
                  (B) A lower threshold, below which banking 
                organizations must increase their capital, seek 
                an acquirer, or face mandatory resolution 
                within 90 days.
  (b) Report.--Not later than the end of the 1-year period 
beginning on the date of the enactment of this Act, the 
Comptroller General shall submit a report to the Congress 
containing--
          (1) all findings and determinations made in carrying 
        out the study required under subsection (a); and
          (2) recommendations on the most suitable definition 
        of nonperforming assets, as well as the two numerical 
        thresholds that trigger specific required supervisory 
        interventions.

SEC. 605. DEFINITIONS.

  For purposes of this title:
          (1) Appropriate federal banking agency.--The term 
        ``appropriate Federal banking agency''--
                  (A) has the meaning given such term under 
                section 3 of the Federal Deposit Insurance Act; 
                and
                  (B) means the National Credit Union 
                Administration, in the case of an insured 
                credit union.
          (2) Banking organization.--The term ``banking 
        organization'' means--
                  (A) an insured depository institution;
                  (B) an insured credit union;
                  (C) a depository institution holding company;
                  (D) a company that is treated as a bank 
                holding company for purposes of section 8 of 
                the International Banking Act; and
                  (E) a U.S. intermediate holding company 
                established by a foreign banking organization 
                pursuant to section 252.153 of title 12, Code 
                of Federal Regulations.
          (3) Foreign exchange swap .--The term ``foreign 
        exchange swap'' has the meaning given that term under 
        section 1a of the Commodity Exchange Act.
          (4) Insured credit union.--The term ``insured credit 
        union'' has the meaning given that term under section 
        101 of the Federal Credit Union Act.
          (5) Leverage exposure.--The term ``leverage 
        exposure''--
                  (A) with respect to a banking organization 
                other than an insured credit union or a 
                traditional banking organization, has the 
                meaning given the term ``total leverage 
                exposure'' under section 3.10(c)(4)(ii), 
                217.10(c)(4), or 324.10(c)(4) of title 12, Code 
                of Federal Regulations, as applicable, as in 
                effect on the date of the enactment of this 
                Act;
                  (B) with respect to a traditional banking 
                organization other than an insured credit 
                union, means total assets (minus any items 
                deducted from common equity tier 1 capital) as 
                calculated in accordance with generally 
                accepted accounting principles and as reported 
                on the traditional banking organization's 
                applicable regulatory filing with the banking 
                organization's appropriate Federal banking 
                agency; and
                  (C) with respect to a banking organization 
                that is an insured credit union, has the 
                meaning given the term ``total assets'' under 
                section 702.2 of title 12, Code of Federal 
                Regulations, as in effect on the date of the 
                enactment of this Act.
          (6) Leverage ratio definitions.--
                  (A) Average leverage ratio.--With respect to 
                a banking organization, the term ``average 
                leverage ratio'' means the average of the 
                banking organization's quarterly leverage 
                ratios for each of the most recently completed 
                four calendar quarters.
                  (B) Quarterly leverage ratio.--With respect 
                to a banking organization and a calendar 
                quarter, the term ``quarterly leverage ratio'' 
                means the organization's tangible equity 
                divided by the organization's leverage 
                exposure, expressed as a percentage, on the 
                last day of such quarter.
          (7) NACR.--The term ``NACR'' means--
                  (A) book equity less nonperforming assets 
                plus loan loss reserves, divided by
                  (B) total banking organization assets.
          (8) Nonperforming assets.--The term ``nonperforming 
        assets'' means--
                  (A) 20 percent of assets that are past due 30 
                to 89 days, plus
                  (B) 50 percent of assets that are past due 90 
                days or more, plus
                  (C) 100 percent of nonaccrual assets and 
                other real estate owned.
          (9) Qualifying banking organization.--The term 
        ``qualifying banking organization'' means a banking 
        organization that has made an election under section 
        601 and with respect to which such election is in 
        effect.
          (10) Security-based swap .--The term ``security-based 
        swap'' has the meaning given that term under section 3 
        of the Securities Exchange Act of 1934.
          (11) Swap.--The term ``swap'' has the meaning given 
        that term under section 1a of the Commodity Exchange 
        Act.
          (12) Tangible equity.--The term ``tangible equity''--
                  (A) with respect to a banking organization 
                other than a credit union, means the sum of--
                          (i) common equity tier 1 capital;
                          (ii) additional tier 1 capital 
                        consisting of instruments issued on or 
                        before the date of enactment of this 
                        Act; and
                          (iii) with respect to a depository 
                        institution holding company that had 
                        less than $15,000,000,000 in total 
                        consolidated assets as of December 31, 
                        2009, or March 31, 2010, or a banking 
                        organization that was a mutual holding 
                        company as of May 19, 2010, trust 
                        preferred securities issued prior to 
                        May 19, 2010, to the extent such 
                        organization was permitted, as of the 
                        date of the enactment of this Act, to 
                        consider such securities as tier 1 
                        capital under existing regulations of 
                        the appropriate Federal banking agency; 
                        and
                  (B) with respect to a banking organization 
                that is a credit union, has the meaning given 
                the term ``net worth'' under section 702.2 of 
                title 12, Code of Federal Regulations, as in 
                effect on the date of the enactment of this 
                Act.
          (13) Traditional banking organization.--The term 
        ``traditional banking organization'' means a banking 
        organization that--
                  (A) has zero trading assets and zero trading 
                liabilities;
                  (B) does not engage in swaps or security-
                based swaps, other than swaps or security-based 
                swaps referencing interest rates or foreign 
                exchange swaps; and
                  (C) has a total notional exposure of swaps 
                and security-based swaps of not more than 
                $8,000,000,000.
          (14) Other banking terms.--The terms ``insured 
        depository institution'' and ``depository institution 
        holding company'' have the meaning given those terms, 
        respectively, under section 3 of the Federal Deposit 
        Insurance Act.
          (15) Other capital terms.--With respect to a banking 
        organization, the terms ``additional tier 1 capital'' 
        and ``common equity tier 1 capital'' have the meaning 
        given such terms, respectively, under section 3.20, 
        217.20, or 324.20 of title 12, Code of Federal 
        Regulations, as applicable, as in effect on the date of 
        the enactment of this Act.

   TITLE VII--EMPOWERING AMERICANS TO ACHIEVE FINANCIAL INDEPENDENCE

       Subtitle A--Separation of Powers and Liberty Enhancements

SEC. 711. CONSUMER LAW ENFORCEMENT AGENCY.

  (a) Making the Bureau an Independent Consumer Law Enforcement 
Agency.--The Consumer Financial Protection Act of 2010 (12 
U.S.C. 5481 et seq.) is amended--
          (1) in section 1011--
                  (A) in the heading of such section, by 
                striking ``BUREAU OF CONSUMER FINANCIAL 
                PROTECTION'' and inserting ``CONSUMER LAW 
                ENFORCEMENT AGENCY'';
                  (B) in subsection (a)--
                          (i) in the heading of such 
                        subsection, by striking ``Bureau'' and 
                        inserting ``Agency'';
                          (ii) by striking ``in the Federal 
                        Reserve System,'';
                          (iii) by striking ``independent 
                        bureau'' and inserting ``independent 
                        agency''; and
                          (iv) by striking ```Bureau of 
                        Consumer Financial Protection''' and 
                        inserting ```Consumer Law Enforcement 
                        Agency' (hereinafter in this section 
                        referred to as the `Agency')'';
                  (C) in subsection (b)(5), by amending 
                subparagraph (A) to read as follows:
                  ``(A) shall be appointed by the President; 
                and'';
                  (D) in subsection (c), by striking paragraph 
                (3);
                  (E) in subsection (e), by striking ``, 
                including in cities in which the Federal 
                reserve banks, or branches of such banks, are 
                located,''; and
                  (F) by striking ``Bureau'' each place such 
                term appears and inserting ``Agency''; and
          (2) in section 1012--
                  (A) in subsection (a)(10), by striking 
                ``examinations,''; and
                  (B) by striking subsection (c).
  (b) Deeming of Name.--Any reference in a law, regulation, 
document, paper, or other record of the United States to the 
Bureau of Consumer Financial Protection shall be deemed a 
reference to the Consumer Law Enforcement Agency.
  (c) Conforming Amendments.--
          (1) Dodd-frank wall street reform and consumer 
        protection act.--The Dodd-Frank Wall Street Reform and 
        Consumer Protection Act (12 U.S.C. 5301 et seq.) is 
        amended--
                  (A) in the table of contents in section 
                1(b)--
                          (i) by striking ``Bureau of Consumer 
                        Financial Protection'' each place such 
                        term appears and inserting ``Consumer 
                        Law Enforcement Agency''; and
                          (ii) in the table of contents 
                        relating to title X, in the items 
                        relating to subtitle B, subtitle C, and 
                        section 1027, by striking ``Bureau'' 
                        each place such term appears and 
                        inserting ``Agency'';
                  (B) in section 2, by amending paragraph (4) 
                to read as follows:
          ``(4) Agency.--The term `Agency' means the Consumer 
        Law Enforcement Agency established under title X.'';
                  (C) in section 342 by striking ``Bureau'' 
                each place such term appears in headings and 
                text and inserting ``Agency'';
                  (D) in section 1400(b)--
                          (i) by striking ``Bureau of Consumer 
                        Financial Protection'' and inserting 
                        ``Consumer Law Enforcement Agency''; 
                        and
                          (ii) in the subsection heading, by 
                        striking ``Bureau of Consumer Financial 
                        Protection'' and inserting ``Consumer 
                        Law Enforcement Agency'';
                  (E) in section 1411(a)(1), by striking 
                ``Bureau'' and inserting ``Agency''; and
                  (F) in section 1447, by striking ``Director 
                of the Bureau'' each place such term appears 
                and inserting ``Director of the Consumer Law 
                Enforcement Agency''.
          (2) Alternative mortgage transaction parity act of 
        1982.--The Alternative Mortgage Transaction Parity Act 
        of 1982 (12 U.S.C. 3801 et seq.) is amended--
                  (A) by striking ``Bureau of Consumer 
                Financial Protection'' each place such term 
                appears and inserting ``Consumer Law 
                Enforcement Agency''; and
                  (B) in the subsection heading of subsection 
                (d) of section 804 (12 U.S.C. 3803(d)), by 
                striking ``Bureau'' and inserting ``Agency''.
          (3) Electronic fund transfer act.--The Electronic 
        Fund Transfer Act (15 U.S.C. 1693 et seq.) is amended--
                  (A) by amending the second paragraph (4) 
                (defining the term ``Bureau'') to read as 
                follows:
          ``(4) the term `Agency' means the Consumer Law 
        Enforcement Agency;'';
                  (B) in section 916(d)(1), by striking 
                ``Bureau of Consumer Financial Protection'' and 
                inserting ``Consumer Law Enforcement Agency''; 
                and
                  (C) by striking ``Bureau'' each place that 
                term appears in heading or text and inserting 
                ``Agency''.
          (4) Equal credit opportunity act.--The Equal Credit 
        Opportunity Act (15 U.S.C. 1691 et seq.) is amended--
                  (A) in section 702 (15 U.S.C. 1691a), by 
                amending subsection (c) to read as follows:
  ``(c) The term `Agency' means the Consumer Law Enforcement 
Agency.''; and
                  (B) by striking ``Bureau'' each place that 
                term appears in heading or text and inserting 
                ``Agency''.
          (5) Expedited funds availability act.--The Expedited 
        Funds Availability Act (12 U.S.C. 4001 et seq.) is 
        amended--
                  (A) by striking ``Bureau of Consumer 
                Financial Protection'' each place such term 
                appears and inserting ``Consumer Law 
                Enforcement Agency''; and
                  (B) in the heading of section 605(f)(1), by 
                striking ``board and bureau'' and inserting 
                ``Board and agency''.
          (6) Fair and accurate credit transactions act of 
        2003.--The Fair and Accurate Credit Transactions Act of 
        2003 (Public Law 108-159) is amended by striking 
        ``Bureau'' each place such term appears in heading and 
        text and inserting ``Agency''.
          (7) Fair credit reporting act.--The Fair Credit 
        Reporting Act (15 U.S.C. 1681 et seq.) is amended--
                  (A) by amending section 603(w) to read as 
                follows:
  ``(w) Agency.--The term `Agency' means the Consumer Law 
Enforcement Agency.''; and
                  (B) by striking ``Bureau'' each place such 
                term appears, other than in sections 626 and 
                603(v), and inserting ``Agency''.
          (8) Fair debt collection practices act.--The Fair 
        Debt Collection Practices Act (15 U.S.C. 1692 et seq.) 
        is amended--
                  (A) by amending section 803(1) to read as 
                follows:
          ``(1) The term `Agency' means the Consumer Law 
        Enforcement Agency.''; and
                  (B) by striking ``Bureau'' each place such 
                term appears in heading or text and inserting 
                ``Agency''.
          (9) Federal deposit insurance act.--The Federal 
        Deposit Insurance Act (12 U.S.C. 1811 et seq.) is 
        amended--
                  (A) in the second paragraph (6) (with the 
                heading ``Referral to bureau of consumer 
                financial protection'') of section 8(t) (12 
                U.S.C. 1818(t))--
                          (i) in the paragraph heading, by 
                        striking ``bureau of consumer financial 
                        protection''; and inserting ``Consumer 
                        law enforcement agency''; and
                          (ii) by striking ``Bureau of Consumer 
                        Financial Protection'' and inserting 
                        ``Consumer Law Enforcement Agency'';
                  (B) by amending clause (vi) of section 
                11(t)(2)(A) (12 U.S.C. 1821(t)(2)(A)(vi)) to 
                read as follows:
                          ``(vi) The Consumer Law Enforcement 
                        Agency.'';
                  (C) in section 18(x) (12 U.S.C. 1828(x)), by 
                striking ``Bureau of Consumer Financial 
                Protection'' each place such term appears and 
                inserting ``Consumer Law Enforcement Agency'';
                  (D) by striking ``Bureau'' each place such 
                term appears and inserting ``Agency''; and
                  (E) in section 43(e) (12 U.S.C. 1831t(e)), by 
                amending paragraph (5) to read as follows:
          ``(5) Agency.--The term `Agency' means the Consumer 
        Law Enforcement Agency.''.
          (10) Federal financial institutions examination 
        council act of 1978.--The Federal Financial 
        Institutions Examination Council Act of 1978 (12 U.S.C. 
        3301 et seq.) is amended--
                  (A) in section 1004(a)(4), by striking 
                ``Consumer Financial Protection Bureau'' and 
                inserting ``Consumer Law Enforcement Agency''; 
                and
                  (B) in section 1011, by striking ``Bureau of 
                Consumer Financial Protection'' and inserting 
                ``Consumer Law Enforcement Agency''.
          (11) Financial institutions reform, recovery, and 
        enforcement act of 1989.--The Financial Institutions 
        Reform, Recovery, and Enforcement Act of 1989 (Public 
        Law 101-73; 103 Stat. 183) is amended--
                  (A) in section 1112(b) (12 U.S.C. 3341), by 
                striking ``Bureau of Consumer Financial 
                Protection'' and inserting ``Consumer Law 
                Enforcement Agency'';
                  (B) in section 1124 (12 U.S.C. 3353), by 
                striking ``Bureau of Consumer Financial 
                Protection'' each place such term appears and 
                inserting ``Consumer Law Enforcement Agency'';
                  (C) in section 1125 (12 U.S.C. 3354), by 
                striking ``Bureau of Consumer Financial 
                Protection'' each place such term appears and 
                inserting ``Consumer Law Enforcement Agency''; 
                and
                  (D) in section 1206(a) (12 U.S.C. 1833b(a)), 
                by striking ``Federal Housing Finance Board'' 
                and all that follows through ``Farm Credit 
                Administration'' and inserting ``Federal 
                Housing Finance Agency, the Consumer Law 
                Enforcement Agency, and the Farm Credit 
                Administration''.
          (12) Financial literacy and education improvement 
        act.--Section 513 of the Financial Literacy and 
        Education Improvement Act (20 U.S.C. 9702) is amended 
        by striking ``Bureau of Consumer Financial Protection'' 
        each place such term appears and inserting ``Consumer 
        Law Enforcement Agency''.
          (13) Gramm-Leach-Bliley act.--Title V of the Gramm-
        Leach-Bliley Act (15 U.S.C. 6801 et seq.) is amended--
                  (A) by striking ``Bureau of Consumer 
                Financial Protection'' each place such term 
                appears and inserting ``Consumer Law 
                Enforcement Agency''; and
                  (B) in section 505(a)(8) (15 U.S.C. 
                6805(a)(8)), by striking ``Bureau'' and 
                inserting ``Agency''.
          (14) Home mortgage disclosure act of 1975.--The Home 
        Mortgage Disclosure Act of 1975 (12 U.S.C. 2801 et 
        seq.) is amended--
                  (A) by striking ``Bureau of Consumer 
                Financial Protection'' each place such term 
                appears and inserting ``Consumer Law 
                Enforcement Agency'';
                  (B) by striking ``Bureau'' each place such 
                term appears and inserting ``Agency''; and
                  (C) in section 303, by amending paragraph (1) 
                to read as follows:
          ``(1) the term `Agency' means the Consumer Law 
        Enforcement Agency;''.
          (15) Homeowners protection act of 1998.--Section 
        10(a)(4) of the Homeowners Protection Act of 1998 (12 
        U.S.C. 4909(a)(4)) is amended by striking ``Bureau of 
        Consumer Financial Protection'' and inserting 
        ``Consumer Law Enforcement Agency''.
          (16) Home ownership and equity protection act of 
        1994.--Section 158(a) of the Home Ownership and Equity 
        Protection Act of 1994 (15 U.S.C. 1601 note) is amended 
        by striking ``Bureau'' and inserting ``Consumer Law 
        Enforcement Agency''.
          (17) Interstate land sales full disclosure act.--The 
        Interstate Land Sales Full Disclosure Act (12 U.S.C. 
        1701 et seq.) is amended--
                  (A) by striking ``Bureau of Consumer 
                Financial Protection'' each place such term 
                appears and inserting ``Agency'';
                  (B) in section 1402, by amending paragraph 
                (12) to read as follows:
          ``(12) `Agency' means the Consumer Law Enforcement 
        Agency.''; and
                  (C) in section 1416, by striking ``Bureau'' 
                each place such term appears and inserting 
                ``Agency''.
          (18) Real estate settlement procedures act of 1974.--
        The Real Estate Settlement Procedures Act of 1974 (12 
        U.S.C. 2601 et seq.) is amended--
                  (A) by striking ``Bureau of Consumer 
                Financial Protection'' each place such term 
                appears and inserting ``Consumer Law 
                Enforcement Agency'';
                  (B) by striking ``Bureau'' each place such 
                term appears and inserting ``Agency''; and
                  (C) in section 3, by amending paragraph (9) 
                to read as follows:
          ``(9) the term `Agency' means the Consumer Law 
        Enforcement Agency.''.
          (19) Revised statues of the united states.--Section 
        5136C(b)(3)(B) of the Revised Statutes of the United 
        States (12 U.S.C. 25b(b)(3)(B)) is amended by striking 
        ``Bureau of Consumer Financial Protection'' and 
        inserting ``Consumer Law Enforcement Agency''.
          (20) Right to financial privacy act of 1978.--The 
        Right to Financial Privacy Act of 1978 (12 U.S.C. 3401 
        et seq.) is amended--
                  (A) by amending subparagraph (B) of section 
                1101(7) (12 U.S.C. 3401(7)(B)) to read as 
                follows:
                  ``(B) the Consumer Law Enforcement Agency;''; 
                and
                  (B) by striking ``Bureau of Consumer 
                Financial Protection'' each place such term 
                appears in heading or text and inserting 
                ``Consumer Law Enforcement Agency''.
          (21) S.A.F.E. mortgage licensing act of 2008.--The 
        S.A.F.E. Mortgage Licensing Act of 2008 (12 U.S.C. 5101 
        et seq.) is amended--
                  (A) in section 1507, by striking ``Bureau, 
                and the Bureau of Consumer Financial 
                Protection'' each place such term appears and 
                inserting ``Consumer Law Enforcement Agency'';
                  (B) by striking ``Bureau of Consumer 
                Financial Protection'' each place such term 
                appears and inserting ``Consumer Law 
                Enforcement Agency'';
                  (C) by striking ``Bureau'' each place such 
                appears, other than in sections 1505(a)(1), 
                1507(a)(2)(A), and 1511(b), and inserting 
                ``Agency'';
                  (D) in section 1503, by amending paragraph 
                (1) to read as follows:
          ``(1) Agency.--The term `Agency' means the Consumer 
        Law Enforcement Agency.'';
                  (E) in the heading of section 1508, by 
                striking ``BUREAU OF CONSUMER FINANCIAL 
                PROTECTION'' and inserting ``CONSUMER LAW 
                ENFORCEMENT AGENCY''; and
                  (F) in the heading of section 1514, by 
                striking ``BUREAU'' and inserting ``AGENCY''.
          (22) Telemarketing and consumer fraud and abuse 
        prevention act.--The Telemarketing and Consumer Fraud 
        and Abuse Prevention Act (15 U.S.C. 6101 et seq.) is 
        amended by striking ``Bureau of Consumer Financial 
        Protection'' each place such term appears in heading or 
        text and inserting ``Consumer Law Enforcement Agency''.
          (23) Title 5, united states code.--Title 5, United 
        States Code, is amended--
                  (A) in section 552a(w)--
                          (i) in the subsection heading, by 
                        striking ``Bureau of Consumer Financial 
                        Protection'' and inserting ``Consumer 
                        Law Enforcement Agency'';
                          (ii) by striking ``Bureau of Consumer 
                        Financial Protection'' and inserting 
                        ``Consumer Law Enforcement Agency'';
                  (B) in section 609(d)(2), by striking 
                ``Consumer Financial Protection Bureau of the 
                Federal Reserve System'' and inserting 
                ``Consumer Law Enforcement Agency''; and
                  (C) in section 3132(a)(1)(D), by inserting 
                ``the Consumer Law Enforcement Agency,'' before 
                ``and the National Credit Union 
                Administration''.
          (24) Title 10, united states code.--
                  (A) Section 987.--Section 987(h)(3)(E) of 
                title 10, United States Code, is amended by 
                striking ``Bureau of Consumer Financial 
                Protection'' and inserting ``Consumer Law 
                Enforcement Agency''.
                  (B) NDAA fy 2015.--Section 557(a) of the Carl 
                Levin and Howard P. ``Buck'' McKeon National 
                Defense Authorization Act for Fiscal Year 2015 
                (Public Law 113-29; 128 Stat. 3381; 10 U.S.C. 
                1144 note), is amended by striking ``Consumer 
                Financial Protection Bureau'' each place such 
                term appears and inserting ``Consumer Law 
                Enforcement Agency''.
          (25) Title 44, united states code.--Title 44, United 
        States Code, is amended--
                  (A) in section 3502(5), by striking ``the 
                Bureau of Consumer Financial Protection,''; and
                  (B) in section 3513(c), by striking ``Bureau 
                of Consumer Financial Protection'' and 
                inserting ``Consumer Law Enforcement Agency''.
          (26) Truth in lending act.--The Truth in Lending Act 
        (15 U.S.C. 1601 et seq.) is amended--
                  (A) by amending section 103(b) (15 U.S.C. 
                1602(b)) to read as follows:
  ``(b) Agency.--The term `Agency' means the Consumer Law 
Enforcement Agency.'';
                  (B) by amending section 103(c) (15 U.S.C. 
                1602(c)) to read as follows:
  ``(c) Board.--The term `Board' means the Board of Governors 
of the Federal Reserve System.''; and
                  (C) in section 128(f) (15 U.S.C. 1638(f)), by 
                striking ``Board'' each place such term appears 
                and inserting ``Agency'';
                  (D) in sections 129B (15 U.S.C. 1639b) and 
                129C (15 U.S.C. 1639c), by striking ``Board'' 
                each place such term appears and inserting 
                ``Agency'';
                  (E) in section 140A (15 U.S.C. 1651), by 
                striking ``in consultation with the Bureau'' 
                and inserting ``in consultation with the 
                Federal Trade Commission'';
                  (F) by striking ``Bureau'' each place such 
                term appears in heading or text and inserting 
                ``Agency''; and
                  (G) by striking ``bureau'' and inserting 
                ``Agency'' in the paragraph headings for--
                          (i) section 122(d)(2) (15 U.S.C. 
                        1632(d)(2));
                          (ii) section 127(c)(5) (15 U.S.C. 
                        1637(c)(5));
                          (iii) section 127(r)(3) (15 U.S.C. 
                        1637(r)(3)); and
                          (iv) section 127A(a)(14) (15 U.S.C. 
                        1637a(a)(14)).
          (27) Truth in savings act.--The Truth in Savings Act 
        (12 U.S.C. 4301 et seq.) is amended--
                  (A) by amending paragraph (4) of section 274 
                (12 U.S.C. 4313(4)) to read as follows:
          ``(4) Agency.--The term `Agency' means the Consumer 
        Law Enforcement Agency.'';
                  (B) by striking ``National Credit Union 
                Administration Bureau'' each place such term 
                appears and inserting ``National Credit Union 
                Administration Board''; and
                  (C) by striking ``Bureau'' each place such 
                term appears and inserting ``Agency'', except 
                in section 233(b)(4)(B).

SEC. 712. BRINGING THE AGENCY INTO THE REGULAR APPROPRIATIONS PROCESS.

  Section 1017 of the Consumer Financial Protection Act of 2010 
(12 U.S.C. 5497) is amended--
          (1) in subsection (a)--
                  (A) by amending the heading of such 
                subsection to read as follows: ``Budget, 
                Financial Management, and Audit.--'';
                  (B) by striking paragraphs (1), (2), and (3);
                  (C) by redesignating paragraphs (4) and (5) 
                as paragraphs (1) and (2), respectively; and
                  (D) by striking subparagraphs (E) and (F) of 
                paragraph (1), as so redesignated;
          (2) by striking subsections (b) and (c);
          (3) by redesignating subsections (d) and (e) as 
        subsections (b) and (c), respectively; and
          (4) in subsection (c), as so redesignated--
                  (A) by striking paragraphs (1), (2), and (3) 
                and inserting the following:
          ``(1) Authorization of appropriations.--There is 
        authorized to be appropriated to the Agency for each of 
        fiscal years 2017 and 2018 an amount equal to the 
        aggregate amount of funds transferred by the Board of 
        Governors to the Bureau of Consumer Financial 
        Protection during fiscal year 2015.''; and
                  (B) by redesignating paragraph (4) as 
                paragraph (2).

SEC. 713. CONSUMER LAW ENFORCEMENT AGENCY INSPECTOR GENERAL REFORM.

  (a) Appointment of Inspector General.--The Inspector General 
Act of 1978 (5 U.S.C. App.) is amended--
          (1) in section 8G--
                  (A) in subsection (a)(2), by striking ``and 
                the Bureau of Consumer Financial Protection'';
                  (B) in subsection (c), by striking ``For 
                purposes of implementing this section'' and all 
                that follows through the end of the subsection; 
                and
                  (C) in subsection (g)(3), by striking ``and 
                the Bureau of Consumer Financial Protection''; 
                and
          (2) in section 12--
                  (A) in paragraph (1), by inserting ``the 
                Consumer Law Enforcement Agency;'' after ``the 
                President of the Export-Import Bank;''; and
                  (B) in paragraph (2), by inserting ``the 
                Consumer Law Enforcement Agency,'' after ``the 
                Export-Import Bank,''.
  (b) Requirements for the Inspector General for the Consumer 
Law Enforcement Agency.--
          (1) Establishment.--Section 1011 of the Consumer 
        Financial Protection Act of 2010 (12 U.S.C. 5491), as 
        amended by section 311, is further amended by adding at 
        the end the following:
  ``(f) Inspector General.--There is established the position 
of the Inspector General of the Agency.''; and
          (2) Hearings.--Section 1016 of the Consumer Financial 
        Protection Act of 2010 (12 U.S.C. 5496) is amended by 
        inserting after subsection (c) the following:
  ``(d) Additional Requirement for Inspector General.--On a 
separate occasion from that described in subsection (a), the 
Inspector General of the Agency shall appear before each of the 
Committee on Banking, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the House of 
Representatives at semi-annual hearings no less frequently than 
twice annually, at a date determined by the chairman of the 
respective committee, to testify regarding the reports required 
under subsection (b) and the reports required under section 5 
of the Inspector General Act of 1978 (5 U.S.C. App.).''.
          (3) Participation in the council of inspectors 
        general on financial oversight.--Section 989E(a)(1) of 
        the Dodd-Frank Wall Street Reform and Consumer 
        Protection Act is amended by adding at the end the 
        following:
                  ``(J) The Consumer Law Enforcement Agency.''.
          (4) Deadline for appointment.--Not later than 60 days 
        after the date of the enactment of this Act, the 
        President shall appoint an Inspector General for the 
        Consumer Law Enforcement Agency in accordance with 
        section 3 of the Inspector General Act of 1978 (5 
        U.S.C. App.).
  (c) Transition Period.--The Inspector General of the Board of 
Governors of the Federal Reserve System and the Bureau of 
Consumer Financial Protection shall serve in that position 
until the confirmation of an Inspector General for the Consumer 
Law Enforcement Agency. At that time, the Inspector General of 
the Board of Governors of the Federal Reserve System and the 
Bureau of Consumer Financial Protection shall become the 
Inspector General of the Board of Governors of the Federal 
Reserve System.

SEC. 714. PRIVATE PARTIES AUTHORIZED TO COMPEL THE AGENCY TO SEEK 
                    SANCTIONS BY FILING CIVIL ACTIONS; ADJUDICATIONS 
                    DEEMED ACTIONS.

  Section 1053 of the Consumer Financial Protection Act of 2010 
(12 U.S.C. 5563) is amended by adding at the end the following:
  ``(f) Private Parties Authorized to Compel the Agency to Seek 
Sanctions by Filing Civil Actions.--
          ``(1) Termination of administrative proceeding.--In 
        the case of any person who is a party to a proceeding 
        brought by the Agency under this section, to which 
        chapter 5 of title 5, United States Code, applies, and 
        against whom an order imposing a cease and desist order 
        or a penalty may be issued at the conclusion of the 
        proceeding, that person may, not later than 20 days 
        after receiving notice of such proceeding, and at that 
        person's discretion, require the Agency to terminate 
        the proceeding.
          ``(2) Civil action authorized.--If a person requires 
        the Agency to terminate a proceeding pursuant to 
        paragraph (1), the Agency may bring a civil action 
        against that person for the same remedy that might be 
        imposed.
  ``(g) Adjudications Deemed Actions.--Any administrative 
adjudication commenced under this section shall be deemed an 
`action' for purposes of section 1054(g).''.

SEC. 715. CIVIL INVESTIGATIVE DEMANDS TO BE APPEALED TO COURTS.

  Section 1052 of the Consumer Financial Protection Act of 2010 
(12 U.S.C. 5562) is amended--
          (1) in subsection (c)--
                  (A) in paragraph (2), by inserting after 
                ``shall state'' the following: ``with 
                specificity''; and
                  (B) by adding at the end the following:
          ``(14) Meeting requirement.--The recipient of a civil 
        investigative demand shall meet and confer with an 
        Agency investigator within 30 calendar days after 
        receipt of the demand to discuss and attempt to resolve 
        all issues regarding compliance with the civil 
        investigative demand, unless the Agency grants an 
        extension requested by such recipient.'';
          (2) in subsection (f)--
                  (A) by amending paragraph (1) to read as 
                follows:
          ``(1) In general.--Not later than 45 days after the 
        service of any civil investigative demand upon any 
        person under subsection (c), or at any time before the 
        return date specified in the demand, whichever period 
        is shorter, or within such period exceeding 45 days 
        after service or in excess of such return date as may 
        be prescribed in writing, subsequent to service, by any 
        Agency investigator named in the demand, such person 
        may file, in the district court of the United States 
        for any judicial district in which such person resides, 
        is found, or transacts business, a petition for an 
        order modifying or setting aside the demand.''; and
                  (B) in paragraph (2), by striking ``at the 
                Bureau''; and
          (3) in subsection (h)--
                  (A) by striking ``(1) In general.--''; and
                  (B) by striking paragraph (2).

SEC. 716. AGENCY DUAL MANDATE AND ECONOMIC ANALYSIS.

  (a) Purpose.--Section 1021(a) of the Consumer Financial 
Protection Act of 2010 (12 U.S.C. 5511(a)) is amended by adding 
at the end the following: ``In addition, the Director shall 
seek to implement and, where applicable, enforce Federal 
consumer financial law consistently for the purpose of 
strengthening participation in markets by covered persons, 
without Government interference or subsidies, to increase 
competition and enhance consumer choice.''.
  (b) Office of Economic Analysis.--
          (1) In general.--Section 1013 of the Consumer 
        Financial Protection Act of 2010 (12 U.S.C. 5493), as 
        amended by section 725, is further amended by adding at 
        the end the following:
  ``(h) Office of Economic Analysis.--
          ``(1) Establishment.--The Director shall, not later 
        than the end of the 60-day period beginning on the date 
        of the enactment of this subsection, establish an 
        Office of Economic Analysis.
          ``(2) Direct reporting.--The head of the Office of 
        Economic Analysis shall report directly to the 
        Director.
          ``(3) Review and assessment of proposed rules and 
        regulations.--The Office of Economic Analysis shall--
                  ``(A) review all proposed rules and 
                regulations, including regulatory guidance, of 
                the Agency;
                  ``(B) assess the impact of such rules and 
                regulations, including regulatory guidance, on 
                consumer choice, price, and access to credit 
                products; and
                  ``(C) publish a report on such reviews and 
                assessments in the Federal Register.
          ``(4) Measuring existing rules and regulations.--The 
        Office of Economic Analysis shall--
                  ``(A) review each rule and regulation issued 
                by the Agency after 1, 2, 6, and 11 years of 
                the date such rule became effective;
                  ``(B) measure the rule or regulation's 
                success in solving the problem that the rule or 
                regulation was intended to solve when issued; 
                and
                  ``(C) publish a report on such review and 
                measurement in the Federal Register.
          ``(5) Cost-benefit analysis related to administrative 
        enforcement and civil actions.--The Office of Economic 
        Analysis shall--
                  ``(A) carry out a cost-benefit analysis of 
                any proposed administrative enforcement action, 
                civil lawsuit, or consent order of the Agency; 
                and
                  ``(B) assess the impact of such complaint, 
                lawsuit, or order on consumer choice, price, 
                and access to credit products.''.
          (2) Consideration of review and assessment; 
        rulemaking requirements.--Section 1022(b) of the 
        Consumer Financial Protection Act of 2010 (12 U.S.C. 
        5512(b)) is amended by adding at the end the following:
          ``(5) Consideration of review and assessment by the 
        office of economic analysis.--Before issuing any rule 
        or regulation, the Director shall consider the review 
        and assessment of such rule or regulation, including 
        regulatory guidance, carried out by the Office of 
        Economic Analysis.
          ``(6) Identification of problems and metrics for 
        judging success.--
                  ``(A) In general.--The Director shall, in 
                each proposed rulemaking of the Agency--
                          ``(i) identify the problem that the 
                        particular rule or regulations is 
                        seeking to solve; and
                          ``(ii) specify the metrics by which 
                        the Agency will measure the success of 
                        the rule or regulation in solving such 
                        problem.
                  ``(B) Required metrics.--The metrics 
                specified under subparagraph (A)(ii) shall 
                include a measurement of changes to consumer 
                access to, and cost of, consumer financial 
                products and services.''.
          (3) Consideration of cost-benefit review related to 
        administrative actions.--The Dodd-Frank Wall Street 
        Reform and Consumer Protection Act (12 U.S.C. 5301 et 
        seq.) is amended--
                  (A) in subtitle E of title X, by adding at 
                the end the following:

``SEC. 1059. CONSIDERATION OF COST-BENEFIT ANALYSIS RELATED TO 
                    ADMINISTRATIVE ENFORCEMENT AND CIVIL ACTIONS.

  ``Before initiating any administrative enforcement action or 
civil lawsuit or entering into a consent order, the Director 
shall consider the cost-benefit analysis of such action, 
lawsuit, or order carried out by the Office of Economic 
Analysis.''; and
                  (B) in the table of contents under section 
                1(b), by inserting after the item relating to 
                section 1058 the following:


``Sec. 1059. Consideration of cost-benefit analysis related to 
          administrative enforcement and civil actions.''.

  (c) Avoidance of Duplicative or Unnecessary Analyses.--The 
Consumer Law Enforcement Agency may perform any of the analyses 
required by the amendments made by this section in conjunction 
with, or as part of, any other agenda or analysis required by 
any other provision of law, if such other agenda or analysis 
satisfies the provisions of this section.

SEC. 717. NO DEFERENCE TO AGENCY INTERPRETATION.

  The Consumer Financial Protection Act of 2010 (12 U.S.C. 5481 
et seq.) is amended--
          (1) in section 1022(b)(4)--
                  (A) by striking ``(A) In general.--''; and
                  (B) by striking subparagraph (B); and
          (2) in section 1061(b)(5)(E)--
                  (A) by striking ``affords to the--'' and all 
                that follows through ``(i) Federal Trade 
                Commission'' and inserting ``affords to the 
                Federal Trade Commission'';
                  (B) by striking ``; or'' and inserting a 
                period; and
                  (C) by striking clause (ii).

                Subtitle B--Administrative Enhancements

SEC. 721. ADVISORY OPINIONS.

  Section 1022(b) of the Consumer Financial Protection Act of 
2010 (12 U.S.C. 5512(b)), as amended by section 716, is further 
amended by adding at the end the following:
          ``(7) Advisory opinions.--
                  ``(A) Establishing procedures.--
                          ``(i) In general.--The Director shall 
                        establish a procedure and, as 
                        necessary, promulgate rules to provide 
                        written opinions in response to 
                        inquiries concerning the conformance of 
                        specific conduct with Federal consumer 
                        financial law. In establishing the 
                        procedure, the Director shall consult 
                        with the prudential regulators and such 
                        other Federal departments and agencies 
                        as the Director determines appropriate, 
                        and obtain the views of all interested 
                        persons through a public notice and 
                        comment period.
                          ``(ii) Scope of request.--A request 
                        for an opinion under this paragraph 
                        must relate to specific proposed or 
                        prospective conduct by a covered person 
                        contemplating the proposed or 
                        prospective conduct.
                          ``(iii) Submission.--A request for an 
                        opinion under this paragraph may be 
                        submitted to the Director either by or 
                        on behalf of a covered person.
                          ``(iv) Right to withdraw inquiry.--
                        Any inquiry under this paragraph may be 
                        withdrawn at any time prior to the 
                        Director issuing an opinion in response 
                        to such inquiry, and any opinion based 
                        on an inquiry that has been withdrawn 
                        shall have no force or effect.
                  ``(B) Issuance of opinions.--
                          ``(i) In general.--The Director 
                        shall, within 90 days of receiving the 
                        request for an opinion under this 
                        paragraph, either--
                                  ``(I) issue an opinion 
                                stating whether the described 
                                conduct would violate Federal 
                                consumer financial law;
                                  ``(II) if permissible under 
                                clause (iii), deny the request; 
                                or
                                  ``(III) explain why it is not 
                                feasible to issue an opinion.
                          ``(ii) Extension.--Notwithstanding 
                        clause (i), if the Director determines 
                        that the Agency requires additional 
                        time to issue an opinion, the Director 
                        may make a single extension of the 
                        deadline of 90 days or less.
                          ``(iii) Denial of requests.--The 
                        Director shall not issue an opinion, 
                        and shall so inform the requestor, if 
                        the request for an opinion--
                                  ``(I) asks a general question 
                                of interpretation;
                                  ``(II) asks about a 
                                hypothetical situation;
                                  ``(III) asks about the 
                                conduct of someone other than 
                                the covered person on whose 
                                behalf the request is made;
                                  ``(IV) asks about past 
                                conduct that the covered person 
                                on whose behalf the request is 
                                made does not plan to continue 
                                in the future; or
                                  ``(V) fails to provide 
                                necessary supporting 
                                information requested by the 
                                Agency within a reasonable time 
                                established by the Agency.
                          ``(iv) Amendment and revocation.--An 
                        advisory opinion issued under this 
                        paragraph may be amended or revoked at 
                        any time.
                          ``(v) Public disclosure.--An opinion 
                        rendered pursuant to this paragraph 
                        shall be placed in the Agency's public 
                        record 90 days after the requesting 
                        party has received the advice, subject 
                        to any limitations on public disclosure 
                        arising from statutory restrictions, 
                        Agency regulations, or the public 
                        interest. The Agency shall redact any 
                        personal, confidential, or identifying 
                        information about the covered person or 
                        any other persons mentioned in the 
                        advisory opinion, unless the covered 
                        person consents to such disclosure.
                          ``(vi) Report to congress.--The 
                        Agency shall, concurrent with the semi-
                        annual report required under section 
                        1016(b), submit information regarding 
                        the number of requests for an advisory 
                        opinion received, the subject of each 
                        request, the number of requests denied 
                        pursuant to clause (iii), and the time 
                        needed to respond to each request.
                  ``(C) Reliance on opinion.--Any person may 
                rely on an opinion issued by the Director 
                pursuant to this paragraph that has not been 
                amended or withdrawn. No liability under 
                Federal consumer financial law shall attach to 
                conduct consistent with an advisory opinion 
                that had not been amended or withdrawn at the 
                time the conduct was undertaken.
                  ``(D) Assistance for small businesses.--
                          ``(i) In general.--The Agency shall 
                        assist, to the maximum extent 
                        practicable, small businesses in 
                        preparing inquiries under this 
                        paragraph.
                          ``(ii) Small business defined.--For 
                        purposes of this subparagraph, the term 
                        `small business' has the meaning given 
                        the term `small business concern' under 
                        section 3 of the Small Business Act (15 
                        U.S.C. 632).
                  ``(E) Inquiry fee.--
                          ``(i) In general.--The Director shall 
                        develop a system to charge a fee for 
                        each inquiry made under this paragraph 
                        in an amount sufficient, in the 
                        aggregate, to pay for the cost of 
                        carrying out this paragraph.
                          ``(ii) Notice and comment.--Not later 
                        than 45 days after the date of the 
                        enactment of this paragraph, the 
                        Director shall publish a description of 
                        the fee system described in clause (i) 
                        in the Federal Register and shall 
                        solicit comments from the public for a 
                        period of 60 days after publication.
                          ``(iii) Finalization.--The Director 
                        shall publish a final description of 
                        the fee system and implement such fee 
                        system not later than 30 days after the 
                        end of the public comment period 
                        described in clause (ii).''.

SEC. 722. REFORM OF CONSUMER FINANCIAL CIVIL PENALTY FUND.

  (a) Segregated Accounts.--Section 1017(b) of the Consumer 
Financial Protection Act of 2010, as redesignated by section 
712, is amended by redesignating paragraph (2) as paragraph 
(3), and by inserting after paragraph (1) the following new 
paragraph:
          ``(2) Segregated accounts in civil penalty fund.--
                  ``(A) In general.--The Agency shall establish 
                and maintain a segregated account in the Civil 
                Penalty Fund each time the Agency obtains a 
                civil penalty against any person in any 
                judicial or administrative action under Federal 
                consumer financial laws.
                  ``(B) Deposits in segregated accounts.--The 
                Agency shall deposit each civil penalty 
                collected into the segregated account 
                established for such penalty under subparagraph 
                (A).''.
  (b) Payment to Victims.--Paragraph (3) of section 1017(b) of 
such Act, as redesignated by subsection (a), is amended to read 
as follows:
          ``(3) Payment to victims.--
                  ``(A) In general.--
                          ``(i) Identification of class.--Not 
                        later than 60 days after the date of 
                        deposit of amounts in a segregated 
                        account in the Civil Penalty Fund, the 
                        Agency shall identify the class of 
                        victims of the violation of Federal 
                        consumer financial laws for which such 
                        amounts were collected and deposited 
                        under paragraph (2).
                          ``(ii) Payments.--The Agency, within 
                        2 years after the date on which such 
                        class of victims is identified, shall 
                        locate and make payments from such 
                        amounts to each victim.
                  ``(B) Funds deposited in treasury.--
                          ``(i) In general.--The Agency shall 
                        deposit into the general fund of the 
                        Treasury any amounts remaining in a 
                        segregated account in the Civil Penalty 
                        Fund at the end of the 2-year period 
                        for payments to victims under 
                        subparagraph (A).
                          ``(ii) Impossible or impractical 
                        payments.--If the Agency determines 
                        before the end of the 2-year period for 
                        payments to victims under subparagraph 
                        (A) that such victims cannot be located 
                        or payments to such victims are 
                        otherwise not practicable, the Agency 
                        shall deposit into the general fund of 
                        the Treasury the amounts in the 
                        segregated account in the Civil Penalty 
                        Fund.''.
  (c) Effective Date.--
          (1) In general.--The amendments made by this section 
        shall apply with respect to civil penalties collected 
        after the date of enactment of this Act.
          (2) Amounts in consumer financial civil penalty fund 
        on date of enactment.--With respect to amounts in the 
        Consumer Financial Civil Penalty Fund on the date of 
        enactment of this Act that were not allocated for 
        consumer education and financial literacy programs on 
        or before September 30, 2015, the Consumer Law 
        Enforcement Agency shall separate such amounts into 
        segregated accounts in accordance with, and for 
        purposes of, section 1017(d) of the Consumer Financial 
        Protection Act of 2010, as amended by this section. The 
        date of deposit of such amounts shall be deemed to be 
        the date of enactment of this Act.

SEC. 723. AGENCY PAY FAIRNESS.

  (a) In General.--Section 1013(a)(2) of the Consumer Financial 
Protection Act of 2010 (12 U.S.C. 5493(a)(2)) is amended to 
read as follows:
          ``(2) Compensation.--The rates of basic pay for all 
        employees of the Agency shall be set and adjusted by 
        the Director in accordance with the General Schedule 
        set forth in section 5332 of title 5, United States 
        Code.''.
  (b) Effective Date.--The amendment made by subsection (a) 
shall apply to service by an employee of the Consumer Law 
Enforcement Agency following the 90-day period beginning on the 
date of enactment of this Act.

SEC. 724. ELIMINATION OF MARKET MONITORING FUNCTIONS.

  The Consumer Financial Protection Act of 2010 (12 U.S.C. 5481 
et seq.) is amended--
          (1) in section 1021(c)--
                  (A) by striking paragraph (3); and
                  (B) by redesignating paragraphs (4), (5), and 
                (6) as paragraphs (3), (4), and (5), 
                respectively;
          (2) in section 1022, by striking subsection (c); and
          (3) in section 1026(b), by striking ``, and to assess 
        and detect risks to consumers and consumer financial 
        markets''.

SEC. 725. REFORMS TO MANDATORY FUNCTIONAL UNITS.

  The Consumer Financial Protection Act of 2010 (12 U.S.C. 5481 
et seq.) is amended--
          (1) in section 1013--
                  (A) in subsection (b)--
                          (i) in paragraph (1), by striking 
                        ``shall establish'' and inserting ``may 
                        establish'';
                          (ii) in paragraph (2), by striking 
                        ``shall establish'' and inserting ``may 
                        establish''; and
                          (iii) paragraph (3)(D)--
                                  (I) by striking ``To 
                                facilitate preparation of the 
                                reports required under 
                                subparagraph (C), supervision 
                                and enforcement activities, and 
                                monitoring of the market for 
                                consumer financial products and 
                                services, the'' and inserting 
                                ``The''; and
                                  (II) by adding at the end the 
                                following: ``Information 
                                collected under this paragraph 
                                may not be made publicly 
                                available, except as required 
                                by law.'';
                  (B) in subsection (c)--
                          (i) in paragraph (1), by striking 
                        ``shall establish'' and inserting ``may 
                        establish''; and
                          (ii) in paragraph (3), by striking 
                        ``There is established the'' and 
                        inserting ``At any time when the Office 
                        of Fair Lending and Equal Opportunity 
                        exists within the Agency, there shall 
                        be a'';
                  (C) in subsection (d)--
                          (i) in paragraph (1), by striking 
                        ``shall establish'' and inserting ``may 
                        establish'';
                          (ii) in paragraph (3)--
                                  (I) in subparagraph (A), by 
                                inserting ``, if such Office 
                                exists within the Agency,'' 
                                after ``Community Affairs 
                                Office''; and
                                  (II) in subparagraph (B), by 
                                striking ``established by the 
                                Director'' and inserting ``, if 
                                established by the Director,''; 
                                and
                          (iii) in paragraph (4), by striking 
                        ``Not later than 24 months after the 
                        designated transfer date, and annually 
                        thereafter,'' and inserting ``Annually, 
                        at any time when the Office of 
                        Financial Education exists within the 
                        Agency,'';
                  (D) in subsection (e)(1), by striking ``shall 
                establish'' and inserting ``may establish'';
                  (E) by striking subsection (f);
                  (F) by redesignating subsections (g) and (h) 
                as subsections (f) and (g), respectively; and
                  (G) in subsection (f), as so redesignated--
                          (i) in paragraph (1)--
                                  (I) by striking ``Before the 
                                end of the 180-day period 
                                beginning on the designated 
                                transfer date, the Director 
                                shall'' and inserting ``The 
                                Director may''; and
                                  (II) by striking ``on 
                                protection from unfair, 
                                deceptive, and abusive 
                                practices and'';
                          (ii) in paragraph (2), by striking 
                        ``The Office'' and inserting ``At any 
                        time when the Office of Financial 
                        Protection for Older Americans exists 
                        within the Agency, the Office''; and
                          (iii) in paragraph (3)--
                                  (I) in subparagraph (A)--
                                          (aa) by striking 
                                        clause (i);
                                          (bb) by redesignating 
                                        clauses (ii) and (iii) 
                                        as clauses (i) and 
                                        (ii), respectively; and
                                          (cc) in clause (ii), 
                                        as so redesignated, by 
                                        striking ``to respond 
                                        to consumer problems 
                                        caused by unfair, 
                                        deceptive, or abusive 
                                        practices'';
                                  (II) in subparagraph (B), by 
                                striking ``and alert the 
                                Commission and State regulators 
                                of certifications or 
                                designations that are 
                                identified as unfair, 
                                deceptive, or abusive''; and
                                  (III) in subparagraph (D)--
                                          (aa) by striking 
                                        clause (i); and
                                          (bb) by redesignating 
                                        clauses (ii) and (iii) 
                                        as clauses (i) and 
                                        (ii), respectively;
          (2) in section 1029(e), by inserting after 
        ``Affairs,'' the following: ``if established under this 
        title,''; and
          (3) in section 1035--
                  (A) in subsection (a), by striking ``shall 
                designate'' and inserting ``may designate''; 
                and
                  (B) in subsection (b), by striking ``The 
                Secretary'' and inserting ``If the Secretary 
                designates the Ombudsman under subsection (a), 
                the Secretary''.

SEC. 726. REPEAL OF MANDATORY ADVISORY BOARD.

  (a) In General.--Section 1014 of the Consumer Financial 
Protection Act of 2010 (12 U.S.C. 5494) is repealed.
  (b) Clerical Amendment.--The table of contents in section 
1(b) of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act is amended by striking the item relation to 
section 1014.
  (c) Rule of Construction.--Nothing in this section may be 
construed as limiting the authority of the Director of the 
Consumer Law Enforcement Agency to establish advisory 
committees pursuant to the Federal Advisory Committee Act.

SEC. 727. ELIMINATION OF SUPERVISION AUTHORITY.

  (a) In General.--The Consumer Financial Protection Act of 
2010 (12 U.S.C. 5481 et seq.) is amended--
          (1) in section 1002(15)(B)(ii)(I), by striking 
        ``examination or'';
          (2) in section 1013(a)(1)(B), by striking 
        ``compliance examiners, compliance supervision 
        analysts,'';
          (3) in section 1016(c)--
                  (A) in paragraph (5), by striking 
                ``supervisory and''; and
                  (B) in paragraph (6), by striking ``orders, 
                and supervisory actions'' and inserting ``and 
                orders'';
          (4) in section 1024--
                  (A) in the heading, by striking ``SUPERVISION 
                OF'' and inserting ``AUTHORITY WITH RESPECT TO 
                CERTAIN'';
                  (B) in subsection (a)--
                          (i) in paragraph (1)(B), by striking 
                        ``as defined by rule in accordance with 
                        paragraph (2)'' and inserting ``as of 
                        the date of the enactment of the 
                        Financial CHOICE Act of 2017'';
                          (ii) by striking paragraph (2);
                          (iii) by redesignating paragraph (3) 
                        as paragraph (2); and
                          (iv) in subparagraph (A) of paragraph 
                        (2), as so redesignated, by striking 
                        ``1025(a) or'';
                  (C) by striking subsection (b);
                  (D) by redesignating subsections (c), (d), 
                (e), and (f) as subsections (b), (c), (d), and 
                (e), respectively;
                  (E) in subsection (c), as so redesignated--
                          (i) in the heading, by striking ``and 
                        Examination Authority''; and
                          (ii) by striking ``, conduct 
                        examinations,'' each place such term 
                        appears;
                  (F) in subsection (d), as so redesignated--
                          (i) by inserting ``rulemaking and 
                        enforcement, but not supervisory,'' 
                        before ``authority of the Bureau''; and
                          (ii) by striking ``conducting any 
                        examination or requiring any report 
                        from a service provider subject to this 
                        subsection'' and inserting ``carrying 
                        out any authority pursuant to this 
                        subsection with respect to a service 
                        provider'';
          (5) by striking section 1025;
          (6) in section 1026--
                  (A) by amending subsection (a) to read as 
                follows:
  ``(a) Scope of Coverage.--This section shall apply to any 
covered person that is an insured depository institution or an 
insured credit union.'';
                  (B) in subsection (b)(3), by striking 
                ``report of examination or related'';
                  (C) by striking subsection (c);
                  (D) by redesignating subsections (d) and (e) 
                as subsections (c) and (d), respectively;
                  (E) in subsection (c), as so redesignated, by 
                adding at the end the following:
          ``(3) Very large institutions.--
                  ``(A) Primary enforcement authority.--
                Notwithstanding paragraph (1), to the extent 
                that the Agency and another Federal agency are 
                authorized to enforce a Federal consumer 
                financial law, the Agency shall have primary 
                authority to enforce that Federal consumer 
                financial law with respect to an insured 
                depository institution or insured credit union, 
                if such depository institution or credit union 
                has total assets of more than $10,000,000,000, 
                and any affiliate thereof.
                  ``(B) Referral.--Any Federal agency, other 
                than the Federal Trade Commission, that is 
                authorized to enforce a Federal consumer 
                financial law may recommend, in writing, to the 
                Agency that the Agency initiate an enforcement 
                proceeding with respect to a person described 
                in subparagraph (A), as the Agency is 
                authorized to do by that Federal consumer 
                financial law.
                  ``(C) Backup enforcement authority.--If the 
                Agency does not, before the end of the 120-day 
                period beginning on the date on which the 
                Agency receives a recommendation under 
                subparagraph (B), initiate an enforcement 
                proceeding, the other agency referred to in 
                subparagraph (B) may initiate an enforcement 
                proceeding.''; and
                  (F) in subsection (d), as so redesignated--
                          (i) by inserting after ``subsection 
                        (a)'' the following: ``, or to any 
                        person described under subsection 
                        (c)(3)(A),'';
                          (ii) by striking ``section 1025'' and 
                        inserting ``this section''; and
                          (iii) by striking ``When conducting 
                        any examination or requiring any report 
                        from a service provider subject to this 
                        subsection'' and inserting ``In 
                        carrying out any authority pursuant to 
                        this subsection with respect to a 
                        service provider'';
          (7) in section 1027--
                  (A) by striking ``supervisory,'' each place 
                such term appears;
                  (B) in subsection (e)(1), by striking 
                ``supervisory or''; and
                  (C) in subsection (p), by striking ``section 
                1024(c)(1)'' and inserting ``section 
                1024(b)(1)'';
          (8) in section 1034--
                  (A) by striking subsections (b) and (c); and
                  (B) by redesignating subsection (d) as 
                subsection (b);
          (9) in section 1053--
                  (A) in subsection (b)(1)(A), by striking 
                ``sections 1024, 1025, and 1026'' and inserting 
                ``sections 1024 and 1026''; and
                  (B) in subsection (c)(3)(B)(ii)(II), by 
                striking ``, by examination or otherwise,'';
          (10) in section 1054(a), by striking ``sections 1024, 
        1025, and 1026'' and inserting ``sections 1024 and 
        1026'';
          (11) in section 1061--
                  (A) in subsection (a)(1)--
                          (i) in subparagraph (A), by striking 
                        ``; and'' at the end and inserting a 
                        period;
                          (ii) by striking ``means--'' and all 
                        that follows through ``(A) all'' and 
                        inserting ``means all'';
                          (iii) by striking subparagraph (B); 
                        and
                  (B) in subsection (c)--
                          (i) by amending paragraph (1) to read 
                        as follows:
          ``(1) Examination.--A transferor agency that is a 
        prudential regulator shall have exclusive authority 
        (relative to the Bureau) to require reports from and 
        conduct examinations for compliance with Federal 
        consumer financial laws with respect to a person 
        described in section 1026(a).'';
                          (ii) in paragraph (2)--
                                  (I) by striking subparagraph 
                                (A); and
                                  (II) by redesignating 
                                subparagraphs (B) and (C) as 
                                subparagraphs (A) and (B), 
                                respectively;
          (12) in section 1063, by striking ``sections 1024, 
        1025, and 1026'' each place such term appears and 
        inserting ``sections 1024 and 1026''; and
          (13) in section 1067, by striking subsection (e).
  (b) Home Mortgage Disclosure Act of 1975.--Section 305(d) of 
the Home Mortgage Disclosure Act of 1975 (12 U.S.C. 2804(d)) is 
amended by striking ``examine and''.
  (c) Omnibus Appropriations Act, 2009.--Section 626 of the 
Omnibus Appropriations Act, 2009 (15 U.S.C. 1638 note) is 
repealed.
  (d) Clerical Amendment.--The table of contents in section 
1(b) of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act is amended--
          (1) in the item relating to section 1024, by striking 
        ``SUPERVISION OF'' and inserting ``AUTHORITY WITH 
        RESPECT TO CERTAIN''; and
          (2) by striking the item relating to section 1025.

SEC. 728. TRANSFER OF OLD OTS BUILDING FROM OCC TO GSA.

  Within 180 days of the date of the enactment of this Act, the 
Comptroller of the Currency shall transfer, at no cost, the 
parcel of real property in the District of Columbia located at 
1700 G Street, Northwest, to the administrative jurisdiction, 
custody, and control of the Administrator of General Services.

SEC. 729. LIMITATION ON AGENCY AUTHORITY.

  Section 1027 of the Consumer Financial Protection Act of 2010 
(12 U.S.C. 5517) is amended--
          (1) in subsection (g)(3)(A), by striking ``may not 
        exercise any rulemaking or enforcement authority'' and 
        inserting ``may not exercise any rulemaking, 
        enforcement, or other authority'';
          (2) in subsection (i)(1), by striking ``shall have no 
        authority to exercise any power to enforce this title'' 
        and inserting ``may not exercise any rulemaking, 
        enforcement, or other authority''; and
          (3) in subsection (j)(1), by striking ``shall have no 
        authority to exercise any power to enforce this title'' 
        and inserting ``may not exercise any rulemaking, 
        enforcement, or other authority''.

                    Subtitle C--Policy Enhancements

SEC. 731. CONSUMER RIGHT TO FINANCIAL PRIVACY.

  (a) Requirement of the Agency to Obtain Permission Before 
Collecting Nonpublic Personal Information.--Section 1022 of the 
Consumer Financial Protection Act of 2010 (12 U.S.C. 5512), as 
amended by section 724(2), is further amended by inserting 
after subsection (b) the following:
  ``(c) Consumer Privacy.--
          ``(1) In general.--The Agency may not request, 
        obtain, access, collect, use, retain, or disclose any 
        nonpublic personal information about a consumer 
        unless--
                  ``(A) the Agency clearly and conspicuously 
                discloses to the consumer, in writing or in an 
                electronic form, what information will be 
                requested, obtained, accessed, collected, used, 
                retained, or disclosed; and
                  ``(B) before such information is requested, 
                obtained, accessed, collected, used, retained, 
                or disclosed, the consumer informs the Agency 
                that such information may be requested, 
                obtained, accessed, collected, used, retained, 
                or disclosed.
          ``(2) Application of requirement to contractors of 
        the agency.--Paragraph (1) shall apply to any person 
        directed or engaged by the Agency to collect 
        information to the extent such information is being 
        collected on behalf of the Agency.
          ``(3) Definition of nonpublic personal information.--
        In this subsection, the term `nonpublic personal 
        information' has the meaning given the term in section 
        509 of the Gramm-Leach-Bliley Act (15 U.S.C. 6809).''.
  (b) Removal of Exemption for the Agency From the Right to 
Financial Privacy Act.--Section 1113 of the Right to Financial 
Privacy Act of 1978 (12 U.S.C. 3413) is amended by striking 
subsection (r).

SEC. 732. REPEAL OF COUNCIL AUTHORITY TO SET ASIDE AGENCY RULES AND 
                    REQUIREMENT OF SAFETY AND SOUNDNESS CONSIDERATIONS 
                    WHEN ISSUING RULES.

  (a) Repeal of Authority.--
          (1) In general.--Section 1023 of the Consumer 
        Financial Protection Act of 2010 (12 U.S.C. 5513) is 
        hereby repealed.
          (2) Conforming amendment.--Section 1022(b)(2)(C) of 
        the Consumer Financial Protection Act of 2010 (12 
        U.S.C. 5512(b)(2)(C)) is amended by striking ``, except 
        that nothing in this clause shall be construed as 
        altering or limiting the procedures under section 1023 
        that may apply to any rule prescribed by the Bureau''.
          (3) Clerical amendment.--The table of contents under 
        section 1(b) of the Dodd-Frank Wall Street Reform and 
        Consumer Protection Act is amended by striking the item 
        relating to section 1023.
  (b) Safety and Soundness Check.--Section 1022(b)(2)(A) of the 
Consumer Financial Protection Act of 2010 (12 U.S.C. 
5512(b)(2)(A)) is amended--
          (1) in clause (i), by striking ``and'' at the end;
          (2) in clause (ii), by adding ``and'' at the end; and
          (3) by adding at the end the following:
                          ``(iii) the impact of such rule on 
                        the financial safety or soundness of an 
                        insured depository institution;''.

SEC. 733. REMOVAL OF AUTHORITY TO REGULATE SMALL-DOLLAR CREDIT.

  The Consumer Financial Protection Act of 2010 (12 U.S.C. 5481 
et seq.) is amended--
          (1) in section 1024(a)(1)--
                  (A) in subparagraph (C), by adding ``or'' at 
                the end;
                  (B) in subparagraph (D), by striking ``; or'' 
                and inserting a period; and
                  (C) by striking subparagraph (E); and
          (2) in section 1027, by adding at the end the 
        following:
  ``(t) No Authority to Regulate Small-dollar Credit.--The 
Agency may not exercise any rulemaking, enforcement, or other 
authority with respect to payday loans, vehicle title loans, or 
other similar loans.''.

SEC. 734. REFORMING INDIRECT AUTO FINANCING GUIDANCE.

  (a) Nullification of Auto Lending Guidance.--Bulletin 2013-02 
of the Bureau of Consumer Financial Protection (published March 
21, 2013) shall have no force or effect.
  (b) Guidance Requirements.--Section 1022(b) of the Consumer 
Financial Protection Act of 2010 (12 U.S.C. 5512(b)), as 
amended by section 721, is further amended by adding at the end 
the following:
          ``(8) Guidance on indirect auto financing.--In 
        proposing and issuing guidance primarily related to 
        indirect auto financing, the Agency shall--
                  ``(A) provide for a public notice and comment 
                period before issuing the guidance in final 
                form;
                  ``(B) make available to the public, including 
                on the website of the Agency, all studies, 
                data, methodologies, analyses, and other 
                information relied on by the Agency in 
                preparing such guidance;
                  ``(C) redact such information as necessary to 
                maintain the nonpublic nature of confidential 
                information, such as trade secrets and other 
                confidential commercial or financial 
                information, and personally identifiable 
                information;
                  ``(D) consult with the Board of Governors of 
                the Federal Reserve System, the Federal Trade 
                Commission, and the Department of Justice; and
                  ``(E) conduct a study on the costs and 
                impacts of such guidance to consumers and 
                women-owned, minority-owned, veteran-owned, and 
                small businesses, including consumers and small 
                businesses in rural areas.''.
  (c) Rule of Construction.--Nothing in this section shall be 
construed to apply to guidance issued by the Consumer Law 
Enforcement Agency that is not primarily related to indirect 
auto financing.

SEC. 735. REMOVAL OF AGENCY UDAAP AUTHORITY.

  (a) In General.--The Consumer Financial Protection Act of 
2010 (12 U.S.C. 5481 et seq.) is amended--
          (1) in section 1021(b)(2), by striking ``from unfair, 
        deceptive, or abusive acts and practices and'';
          (2) by striking section 1031;
          (3) in section 1036(a)--
                  (A) in paragraph (1)--
                          (i) by striking ``provider'' and all 
                        that follows through ``to offer'' and 
                        inserting ``provider to offer'';
                          (ii) by striking subparagraph (B); 
                        and
                  (B) in paragraph (2)(C), by striking ``; or'' 
                at the end and inserting a period; and
                  (C) by striking paragraph (3); and
          (4) in section 1061(b)(5)--
                  (A) in subparagraph (B)--
                          (i) by striking ``(i) In general.--
                        ''; and
                          (ii) by striking clause (ii);
                  (B) by striking subparagraph (D); and
                  (C) by redesignating subparagraph (E) (as 
                amended by section 717(2)) as subparagraph (D); 
                and
          (5) in section 1076(b)(2), by striking ``determine--
        '' and all that follows through ``(B) provide for'' and 
        inserting ``determine, provide for''.
  (b) Telemarketing and Consumer Fraud and Abuse Prevention 
Act.--Section 3(c) of the Telemarketing and Consumer Fraud and 
Abuse Prevention Act (15 U.S.C. 6102) is amended--
          (1) in paragraph (1), by striking ``; and'' at the 
        end and inserting a period;
          (2) by striking paragraph (2); and
          (3) by striking ``subsection (a)--'' and all that 
        follows through ``(1) shall'' and inserting 
        ``subsection (a) shall''.
  (c) Clerical Amendment.--The table of contents in section 
1(b) of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act is amended by striking the item relating to 
section 1031.

SEC. 736. PRESERVATION OF UDAP AUTHORITY FOR FEDERAL BANKING 
                    REGULATORS.

  (a) In General.--Section 18(f) of the Federal Trade 
Commission Act (15 U.S.C. 57a(f)) is amended to read as 
follows:
  ``(f) Unfair or Deceptive Acts or Practices by Depository 
Institutions.--
          ``(1) In general.--In order to prevent unfair or 
        deceptive acts or practices in or affecting commerce 
        (including acts or practices which are unfair or 
        deceptive to consumers) by depository institutions, 
        each Federal banking regulator shall prescribe 
        regulations to carry out the purposes of this section, 
        including regulations defining with specificity such 
        unfair or deceptive acts or practices, and containing 
        requirements prescribed for the purpose of preventing 
        such acts or practices.
          ``(2) Promulgating substantially similar 
        regulations.--Whenever the Commission prescribes a rule 
        under subsection (a)(1)(B), then within 60 days after 
        such rule takes effect each Federal banking regulator 
        shall promulgate substantially similar regulations 
        prohibiting acts or practices of depository 
        institutions which are substantially similar to those 
        prohibited by rules of the Commission and which impose 
        substantially similar requirements, unless--
                  ``(A) the Federal banking regulator finds 
                that such acts or practices of depository 
                institutions are not unfair or deceptive; or
                  ``(B) the Board of Governors of the Federal 
                Reserve System finds that implementation of 
                similar regulations with respect to depository 
                institutions would seriously conflict with 
                essential monetary and payments systems 
                policies of such Board, and publishes any such 
                finding, and the reasons therefor, in the 
                Federal Register.
          ``(3) Enforcement.--
                  ``(A) In general.--Compliance with 
                regulations prescribed under this subsection 
                shall be enforced--
                          ``(i) under section 8 of the Federal 
                        Deposit Insurance Act, with respect to 
                        a depository institution other than a 
                        Federal credit union; and
                          ``(ii) under sections 120 and 206 of 
                        the Federal Credit Union Act, with 
                        respect to a Federal credit union.
                  ``(B) Deeming of violation.--For the purpose 
                of the exercise by a Federal banking regulator 
                of the regulator's powers under any Act 
                referred to in subparagraph (A), a violation of 
                any regulation prescribed under this subsection 
                shall be deemed to be a violation of a 
                requirement imposed under that Act.
                  ``(C) Enforcement through any existing 
                authority.--In addition to its powers under any 
                provision of law specifically referred to in 
                subparagraph (A), each Federal banking 
                regulator may exercise, for the purpose of 
                enforcing compliance with any regulation 
                prescribed under this subsection, any other 
                authority conferred on the regulator by law.
          ``(4) Rule of construction.--The authority of the 
        Board of Governors of the Federal Reserve System to 
        issue regulations under this subsection does not impair 
        the authority of any other Federal banking regulator to 
        make rules respecting the regulator's own procedures in 
        enforcing compliance with regulations prescribed under 
        this subsection.
          ``(5) Report to congress.--Each Federal banking 
        regulator exercising authority under this subsection 
        shall transmit to the Congress each year a detailed 
        report on its activities under this subsection during 
        the preceding calendar year.
          ``(6) Definitions.--For purposes of this Act:
                  ``(A) Bank.--The term `bank' means--
                          ``(i) national banks and Federal 
                        branches and Federal agencies of 
                        foreign banks;
                          ``(ii) member banks of the Federal 
                        Reserve System (other than national 
                        banks), branches and agencies of 
                        foreign banks (other than Federal 
                        branches, Federal agencies, and insured 
                        State branches of foreign banks), 
                        commercial lending companies owned or 
                        controlled by foreign banks, and 
                        organizations operating under section 
                        25 or 25A of the Federal Reserve Act; 
                        and
                          ``(iii) banks insured by the Federal 
                        Deposit Insurance Corporation (other 
                        than banks referred to in clause (i) or 
                        (ii)) and insured State branches of 
                        foreign banks.
                  ``(B) Depository institution.--The term 
                `depository institution' means a bank, a 
                savings and loan institution, or a Federal 
                credit union.
                  ``(C) Federal banking regulator.--The term 
                `Federal banking regulator'--
                          ``(i) has the meaning given the term 
                        `appropriate Federal banking agency' 
                        under section 3 of the Federal Deposit 
                        Insurance Act; and
                          ``(ii) means the National Credit 
                        Union Administration, in the case of a 
                        Federal credit union.
                  ``(D) Federal credit union.--The term 
                `Federal credit union' has the same meaning as 
                in section 101 of the Federal Credit Union Act.
                  ``(E) Savings and loan institution.--The term 
                `savings and loan institution' has the same 
                meaning as in section 3 of the Federal Deposit 
                Insurance Act.
                  ``(F) Other terms.--The terms used in this 
                paragraph that are not defined in this Act or 
                otherwise defined in section 3(s) of the 
                Federal Deposit Insurance Act shall have the 
                meaning given to them in section 1(b) of the 
                International Banking Act of 1978.''.
  (b) Conforming Amendments.--The Federal Trade Commission Act 
(15 U.S.C. 41 et seq.) is amended--
          (1) in section 6(j)(6), by striking ``section 
        18(f)(3) (15 U.S.C. 57a(f)(3)), a Federal credit union 
        described in section 18(f)(4) (15 U.S.C. 57a(f)(4))'' 
        and inserting ``section 18(f), a Federal credit union 
        described in section 18(f)'';
          (2) in section 21(b)(6)(C), by striking ``section 
        18(f)(3) of the Federal Trade Commission Act (15 U.S.C. 
        57a(f)(3)), or a Federal credit union described in 
        section 18(f)(4) of the Federal Trade Commission Act 
        (15 U.S.C. 57a(f)(4))'' and inserting ``section 18(f), 
        or a Federal credit union described in section 18(f)'';
          (3) by striking ``section 18(f)(2)'' and inserting 
        ``section 18(f)'';
          (4) by striking ``section 18(f)(3)'' each place such 
        term appears and inserting ``section 18(f)''; and
          (5) by striking ``section 18(f)(4)'' each place such 
        term appears and inserting ``section 18(f)''.

SEC. 737. REPEAL OF AUTHORITY TO RESTRICT ARBITRATION.

  (a) In General.--Section 1028 of the Consumer Financial 
Protection Act of 2010 (12 U.S.C. 5518) is hereby repealed.
  (b) Clerical Amendment.--The table of contents under section 
1(b) of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act is amended by striking the item relating to 
section 1028.

                TITLE VIII--CAPITAL MARKETS IMPROVEMENTS

       Subtitle A--SEC Reform, Restructuring, and Accountability

SEC. 801. AUTHORIZATION OF APPROPRIATIONS.

  Section 35 of the Securities Exchange Act of 1934 (15 U.S.C. 
78kk) is amended by striking paragraphs (1) through (5) and 
inserting the following:
          ``(1) for fiscal year 2017, $1,605,000,000;
          ``(2) for fiscal year 2018, $1,655,000,000;
          ``(3) for fiscal year 2019, $1,705,000,000;
          ``(4) for fiscal year 2020, $1,755,000,000;
          ``(5) for fiscal year 2021, $1,805,000,000; and
          ``(6) for fiscal year 2022, $1,855,000,000.''.

SEC. 802. REPORT ON UNOBLIGATED APPROPRIATIONS.

  Section 23 of the Securities Exchange Act of 1934 (15 U.S.C. 
78w) is amended by adding at the end the following:
  ``(e) Report on Unobligated Appropriations.--If, at the end 
of any fiscal year, there remain unobligated any funds that 
were appropriated to the Commission for such fiscal year, the 
Commission shall, not later than 30 days after the last day of 
such fiscal year, submit to the Committee on Financial Services 
and the Committee on Appropriations of the House of 
Representatives and the Committee on Banking, Housing, and 
Urban Affairs and the Committee on Appropriations of the Senate 
and make available on the Commission's website a report stating 
the amount of such unobligated funds. If there is any material 
change in the amount stated in the report, the Commission 
shall, not later than 7 days after determining the amount of 
the change, submit to such committees and make available on the 
Commission's website a supplementary report stating the amount 
of and reason for the change.''.

SEC. 803. SEC RESERVE FUND ABOLISHED.

  Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 
78d) is amended by striking subsection (i).

SEC. 804. FEES TO OFFSET APPROPRIATIONS.

  (a) Section 31 of the Securities Exchange Act of 1934.--
Section 31 of the Securities Exchange Act of 1934 (15 U.S.C. 
78ee) is amended--
          (1) by striking subsection (a) and inserting the 
        following:
  ``(a) Collection.--The Commission shall, in accordance with 
this section, collect transaction fees and assessments.'';
          (2) in subsection (i)--
                  (A) in paragraph (1)(A), by inserting 
                ``except as provided in paragraph (2),'' before 
                ``shall''; and
                  (B) by striking paragraph (2) and inserting 
                the following:
          ``(2) General revenue.--Any fees collected for a 
        fiscal year pursuant to this section, sections 13(e) 
        and 14(g) of this title, and section 6(b) of the 
        Securities Act of 1933 in excess of the amount provided 
        in appropriation Acts for collection for such fiscal 
        year pursuant to such sections shall be deposited and 
        credited as general revenue of the Treasury.'';
          (3) in subsection (j)--
                  (A) by striking ``the regular appropriation 
                to the Commission by Congress for such fiscal 
                year'' each place it appears and inserting 
                ``the target offsetting collection amount for 
                such fiscal year''; and
                  (B) in paragraph (2), by striking 
                ``subsection (l)'' and inserting ``subsection 
                (l)(2)''; and
          (4) by striking subsection (l) and inserting the 
        following:
  ``(l) Definitions.--For purposes of this section:
          ``(1) Target offsetting collection amount.--The 
        target offsetting collection amount for a fiscal year 
        is--
                  ``(A) for fiscal year 2017, $1,400,000,000; 
                and
                  ``(B) for each succeeding fiscal year, the 
                target offsetting collection amount for the 
                prior fiscal year, adjusted by the rate of 
                inflation.
          ``(2) Baseline estimate of the aggregate dollar 
        amount of sales.--The baseline estimate of the 
        aggregate dollar amount of sales for any fiscal year is 
        the baseline estimate of the aggregate dollar amount of 
        sales of securities (other than bonds, debentures, 
        other evidences of indebtedness, security futures 
        products, and options on securities indexes (excluding 
        a narrow-based security index)) to be transacted on 
        each national securities exchange and by or through any 
        member of each national securities association 
        (otherwise than on a national securities exchange) 
        during such fiscal year as determined by the 
        Commission, after consultation with the Congressional 
        Budget Office and the Office of Management and Budget, 
        using the methodology required for making projections 
        pursuant to section 257 of the Balanced Budget and 
        Emergency Deficit Control Act of 1985.''.
  (b) Section 6(b) of the Securities Act of 1933.--Section 6(b) 
of the Securities Act of 1933 (15 U.S.C. 77f(b)) is amended--
          (1) by striking ``target fee collection amount'' each 
        place it appears and inserting ``target offsetting 
        collection amount'';
          (2) in paragraph (4), by striking the last sentence 
        and inserting the following: ``Subject to paragraphs 
        (6)(B) and (7), an adjusted rate prescribed under 
        paragraph (2) shall take effect on the later of--
                  ``(A) the first day of the fiscal year to 
                which such rate applies; or
                  ``(B) five days after the date on which a 
                regular appropriation to the Commission for 
                such fiscal year is enacted.'';
          (3) in paragraph (5), by inserting ``of the 
        Securities Exchange Act of 1934'' after ``sections 
        13(e) and 14(g)'';
          (4) by redesignating paragraph (6) as paragraph (8);
          (5) by inserting after paragraph (5) the following:
          ``(6) Offsetting collections.--Fees collected 
        pursuant to this subsection for any fiscal year--
                  ``(A) except as provided in section 31(i)(2) 
                of the Securities Exchange Act of 1934, shall 
                be deposited and credited as offsetting 
                collections to the account providing 
                appropriations to the Commission; and
                  ``(B) except as provided in paragraph (7), 
                shall not be collected for any fiscal year 
                except to the extent provided in advance in 
                appropriation Acts.
          ``(7) Lapse of appropriation.--If on the first day of 
        a fiscal year a regular appropriation to the Commission 
        has not been enacted, the Commission shall continue to 
        collect fees (as offsetting collections) under this 
        subsection at the rate in effect during the preceding 
        fiscal year, until 5 days after the date such a regular 
        appropriation is enacted.''; and
          (6) in subparagraph (A) of paragraph (8) (as so 
        redesignated)--
                  (A) by striking the subparagraph heading and 
                inserting ``Target offsetting collection 
                amount.--''; and
                  (B) in the heading of the right column of the 
                table, by striking ``fee'' and inserting 
                ``offsetting''.
  (c) Section 13(e) of the Securities Exchange Act of 1934.--
Section 13(e) of the Securities Exchange Act of 1934 (15 U.S.C. 
78m(e)) is amended--
          (1) by striking paragraph (5) and inserting the 
        following:
          ``(5) Offsetting collections.--Fees collected 
        pursuant to this subsection for any fiscal year--
                  ``(A) except as provided in section 31(i)(2), 
                shall be deposited and credited as offsetting 
                collections to the account providing 
                appropriations to the Commission; and
                  ``(B) except as provided in paragraph (8), 
                shall not be collected for any fiscal year 
                except to the extent provided in advance in 
                appropriations Acts.''; and
          (2) by adding at the end the following:
          ``(8) Lapse of appropriation.--If on the first day of 
        a fiscal year a regular appropriation to the Commission 
        has not been enacted, the Commission shall continue to 
        collect fees (as offsetting collections) under this 
        subsection at the rate in effect during the preceding 
        fiscal year, until 5 days after the date such a regular 
        appropriation is enacted.''.
  (d) Section 14(g) of the Securities Exchange Act of 1934.--
Section 14(g) of the Securities Exchange Act of 1934 (15 U.S.C. 
78n(g)) is amended--
          (1) by striking paragraph (5) and inserting the 
        following:
          ``(5) Offsetting collections.--Fees collected 
        pursuant to this subsection for any fiscal year--
                  ``(A) except as provided in section 31(i)(2), 
                shall be deposited and credited as offsetting 
                collections to the account providing 
                appropriations to the Commission; and
                  ``(B) except as provided in paragraph (8), 
                shall not be collected for any fiscal year 
                except to the extent provided in advance in 
                appropriations Acts.'';
          (2) by redesignating paragraph (8) as paragraph (9); 
        and
          (3) by inserting after paragraph (7) the following:
          ``(8) Lapse of appropriation.--If on the first day of 
        a fiscal year a regular appropriation to the Commission 
        has not been enacted, the Commission shall continue to 
        collect fees (as offsetting collections) under this 
        subsection at the rate in effect during the preceding 
        fiscal year, until 5 days after the date such a regular 
        appropriation is enacted.''.
  (e) Effective Date.--The amendments made by this section--
          (1) shall apply beginning on October 1, 2017, except 
        that for fiscal year 2018, the Securities and Exchange 
        Commission shall publish--
                  (A) the rates established under section 31 of 
                the Securities Exchange Act of 1934, as amended 
                by this section, not later than 30 days after 
                the date on which an Act making a regular 
                appropriation to the Commission for fiscal year 
                2018 is enacted; and
                  (B) the rate established under section 6(b) 
                of the Securities Act of 1933, as amended by 
                this section, not later than August 31, 2017; 
                and
          (2) shall not apply with respect to fees for any 
        fiscal year before fiscal year 2018.

SEC. 805. COMMISSION FEDERAL CONSTRUCTION FUNDING PROHIBITION.

  The Securities and Exchange Commission may not obligate any 
funds for the purpose of Federal construction of a new 
headquarters facility of the Commission.

SEC. 806. IMPLEMENTATION OF RECOMMENDATIONS.

  Section 967 of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act is amended by adding at the end the following:
  ``(d) Implementation of Recommendations.--Not later than 6 
months after the date of enactment of this subsection, the 
Securities and Exchange Commission shall complete an 
implementation of the recommendations contained in the report 
of the independent consultant issued under subsection (b) on 
March 10, 2011. To the extent that implementation of certain 
recommendations requires legislation, the Commission shall 
submit a report to Congress containing a request for 
legislation granting the Commission such authority it needs to 
fully implement such recommendations.''.

SEC. 807. OFFICE OF CREDIT RATINGS TO REPORT TO THE DIVISION OF TRADING 
                    AND MARKETS.

  Section 15E(p)(1) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o-7(p)(1)) is amended--
          (1) in subparagraph (A), by striking ``within the 
        Commission'' and inserting ``within the Division of 
        Trading and Markets''; and
          (2) in subparagraph (B), by striking ``report to the 
        Chairman'' and inserting ``report to the head of the 
        Division of Trading and Markets''.

SEC. 808. OFFICE OF MUNICIPAL SECURITIES TO REPORT TO THE DIVISION OF 
                    TRADING AND MARKETS.

  Section 979 of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (15 U.S.C. 78o-4a) is amended--
          (1) in subsection (a), by inserting ``, within the 
        Division of Trading and Markets,'' after ``There shall 
        be in the Commission''; and
          (2) in subsection (b), by striking ``report to the 
        Chairman'' and inserting ``report to the head of the 
        Division of Trading and Markets''.

SEC. 809. INDEPENDENCE OF COMMISSION OMBUDSMAN.

  Section 4(g)(8) of the Securities Exchange Act of 1934 (15 
U.S.C. 78d(g)(8)) is amended--
          (1) in subparagraph (A), by striking ``the Investor 
        Advocate shall appoint'' and all that follows through 
        ``Investor Advocate'' and inserting ``the Chairman 
        shall appoint an Ombudsman, who shall report to the 
        Commission''; and
          (2) in subparagraph (D)--
                  (A) by striking ``report to the Investor 
                Advocate'' and inserting ``report to the 
                Commission''; and
                  (B) by striking the last sentence.

SEC. 810. INVESTOR ADVISORY COMMITTEE IMPROVEMENTS.

  Section 39 of the Securities Exchange Act of 1934 (15 U.S.C. 
78pp) is amended--
          (1) in subsection (a)(2)(B), by striking ``submit'' 
        and inserting ``in consultation with the Small Business 
        Capital Formation Advisory Committee established under 
        section 40, submit'';
          (2) in subsection (b)--
                  (A) in paragraph (1)--
                          (i) in subparagraph (C), by striking 
                        ``and'';
                          (ii) in subparagraph (D)(iv), by 
                        striking the period at the end and 
                        inserting ``; and''; and
                          (iii) by adding at the end the 
                        following:
                  ``(E) a member of the Small Business Capital 
                Formation Advisory Committee who shall be a 
                nonvoting member.'';
                  (B) by amending paragraph (2) to read as 
                follows:
          ``(2) Term.--
                  ``(A) Length of term for members of the 
                committee.--Each member of the Committee 
                appointed under paragraph (1), other than the 
                Investor Advocate, shall serve for a term of 4 
                years.
                  ``(B) Limitation on multiple terms.--A member 
                of the Committee may not serve for more than 
                one term, except for the Investor Advocate, a 
                representative of State securities commissions, 
                and the member of the Small Business Capital 
                Formation Advisory Committee.''; and
                  (C) in paragraph (3), by striking ``paragraph 
                (1)(B)'' and inserting ``paragraph (1)'';
          (3) in subsection (c), by amending paragraph (2) to 
        read as follows:
          ``(2) Term.--
                  ``(A) Length of term.--Each member elected 
                under paragraph (1) shall serve for a term of 3 
                years in the capacity for which the member was 
                elected under paragraph (1).
                  ``(B) Limitation on multiple terms.--A member 
                elected under paragraph (1) may not serve for 
                more than one term in the capacity for which 
                the member was elected under paragraph (1).''; 
                and
          (4) by striking subsections (i) and (j).

SEC. 811. DUTIES OF INVESTOR ADVOCATE.

  Section 4(g)(4) of the Securities Exchange Act of 1934 (15 
U.S.C. 78d(g)(4)) is amended--
          (1) in subparagraph (D)(ii), by striking ``and'';
          (2) in subparagraph (E), by striking the period at 
        the end and inserting a semicolon; and
          (3) by adding at the end the following:
                  ``(F) not take a position on any legislation 
                pending before Congress other than a 
                legislative change proposed by the Investor 
                Advocate pursuant to subparagraph (E);
                  ``(G) consult with the Advocate for Small 
                Business Capital Formation on proposed 
                recommendations made under subparagraph (E); 
                and
                  ``(H) advise the Advocate for Small Business 
                Capital Formation on issues related to small 
                business investors.''.

SEC. 812. ELIMINATION OF EXEMPTION OF SMALL BUSINESS CAPITAL FORMATION 
                    ADVISORY COMMITTEE FROM FEDERAL ADVISORY COMMITTEE 
                    ACT.

  Section 40 of the Securities Exchange Act of 1934 (as added 
by Public Law 114-284) is amended by striking subsection (h).

SEC. 813. INTERNAL RISK CONTROLS.

  The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) 
is amended--
          (1) by inserting after section 4G, as added by this 
        Act, the following:

``SEC. 4H. INTERNAL RISK CONTROLS.

  ``(a) In General.--Each of the following entities, in 
consultation with the Chief Economist, shall develop 
comprehensive internal risk control mechanisms to safeguard and 
govern the storage of all market data by such entity, all 
market data sharing agreements of such entity, and all academic 
research performed at such entity using market data:
          ``(1) The Commission.
          ``(2) Each national security association required to 
        register under section 15A.
  ``(b) Consolidated Audit Trail.--The Commission may not 
approve a national market system plan pursuant to part 242.613 
of title 17, Code of Federal Regulations (or any successor 
regulation), unless the operator of the consolidated audit 
trail created by such plan has developed, in consultation with 
the Chief Economist, comprehensive internal risk control 
mechanisms to safeguard and govern the storage of all market 
data by such operator, all market data sharing agreements of 
such operator, and all academic research performed at such 
operator using market data.'';
          (2) in section 3(a), by redesignating the second 
        paragraph (80) (relating to funding portals) as 
        paragraph (81); and
          (3) in section 3(a), by adding at the end the 
        following:
          ``(82) Chief economist.--The term `Chief Economist' 
        means the Director of the Division of Economic and Risk 
        Analysis, or an employee of the Commission with 
        comparable authority, as determined by the 
        Commission.''.

SEC. 814. APPLICABILITY OF NOTICE AND COMMENT REQUIREMENTS OF THE 
                    ADMINISTRATIVE PROCEDURE ACT TO GUIDANCE VOTED ON 
                    BY THE COMMISSION.

  The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) 
is amended by inserting after section 4H, as added by this Act, 
the following:

``SEC. 4I. APPLICABILITY OF NOTICE AND COMMENT REQUIREMENTS OF THE 
                    ADMINISTRATIVE PROCEDURE ACT TO GUIDANCE VOTED ON 
                    BY THE COMMISSION.

  ``The notice and comment requirements of section 553 of title 
5, United States Code, shall also apply with respect to any 
Commission statement or guidance, including interpretive rules, 
general statements of policy, or rules of Commission 
organization, procedure, or practice, that has the effect of 
implementing, interpreting, or prescribing law or policy and 
that is voted on by the Commission.''.

SEC. 815. LIMITATION ON PILOT PROGRAMS.

  (a) In General.--Section 4 of the Securities Exchange Act of 
1934 (15 U.S.C. 78d), as amended by section 371(e), is further 
amended by adding at the end the following:
  ``(l) Limitation on Pilot Programs.--
          ``(1) In general.--Any pilot program established by 
        self-regulatory organizations, either individually or 
        jointly, and filed with the Commission, including under 
        section 11A or 19, shall terminate after the end of the 
        5-year period beginning on the date that the Commission 
        approved such program, unless the Commission issues a 
        rule to permanently continue such program or approves 
        such program on a permanent basis.
          ``(2) Extension.--With respect to a particular pilot 
        program described under paragraph (1), the Commission 
        may extend the 5-year period described under such 
        paragraph for an additional 3 years if the Commission 
        determines such extension is necessary or appropriate 
        in the public interest or for the protection of 
        investors.
          ``(3) Lack of statutory authority.--If, with respect 
        to a pilot program described under paragraph (1), the 
        Commission determines that the pilot program should 
        continue permanently, but the Commission lacks 
        sufficient statutory authority to permanently continue 
        the program, the Commission shall, not later than 1 
        year before such pilot program is scheduled to 
        terminate pursuant to paragraph (1), notify the 
        Committee on Financial Services of the House of 
        Representatives and the Committee on Banking, Housing, 
        and Urban Affairs of the Senate that the Commission 
        believes the program should continue permanently but 
        does not have sufficient statutory authority to 
        continue the program.''.
  (b) Treatment of Existing Pilot Programs.--For purposes of 
section 4(k) of Securities Exchange Act of 1934, as added by 
subsection (a), the date on which the Commission approved a 
pilot program that was in existence on the date of the 
enactment of this Act shall be deemed to be the date of the 
enactment of this Act.

SEC. 816. PROCEDURE FOR OBTAINING CERTAIN INTELLECTUAL PROPERTY.

  (a) Persons Under Securities Act of 1933.--Section 8 of the 
Securities Act of 1933 (15 U.S.C. 77h) is amended by adding at 
the end the following:
  ``(g) Procedure for Obtaining Certain Intellectual 
Property.--The Commission is not authorized to compel under 
this title a person to produce or furnish source code, 
including algorithmic trading source code or similar 
intellectual property, to the Commission unless the Commission 
first issues a subpoena.''.
  (b) Persons Under the Securities Exchange Act of 1934.--
Section 23 of the Securities Exchange Act of 1934 (15 U.S.C. 
78w), as amended by section 802, is further amended by adding 
at the end the following:
  ``(f) Procedure for Obtaining Certain Intellectual 
Property.--The Commission is not authorized to compel under 
this title a person to produce or furnish source code, 
including algorithmic trading source code or similar 
intellectual property, to the Commission unless the Commission 
first issues a subpoena.''.
  (c) Investment Companies.--Section 31 of the Investment 
Company Act of 1940 (15 U.S.C. 80a-30) is amended by adding at 
the end the following:
  ``(e) Procedure for Obtaining Certain Intellectual 
Property.--The Commission is not authorized to compel under 
this title an investment company to produce or furnish source 
code, including algorithmic trading source code or similar 
intellectual property, to the Commission unless the Commission 
first issues a subpoena.''.
  (d) Investment Advisers.--Section 204 of the Investment 
Advisers Act of 1940 (15 U.S.C. 80b-4) is amended--
          (1) by adding at the end the following:
  ``(f) Procedure for Obtaining Certain Intellectual 
Property.--The Commission is not authorized to compel under 
this title an investment adviser to produce or furnish source 
code, including algorithmic trading source code or similar 
intellectual property, to the Commission unless the Commission 
first issues a subpoena.''; and
          (2) in the second subsection (d), by striking ``(d)'' 
        and inserting ``(e)''.

SEC. 817. PROCESS FOR CLOSING INVESTIGATIONS.

  (a) In General.--Not later than 180 days after the date of 
the enactment of this Act, the Securities and Exchange 
Commission shall establish a process for closing investigations 
(including preliminary or informal investigations) that is 
designed to ensure that the Commission, in a timely manner--
          (1) makes a determination of whether or not to 
        institute an administrative or judicial action in a 
        matter or refer the matter to the Attorney General for 
        potential criminal prosecution; and
          (2) if the Commission determines not to institute 
        such an action or refer the matter to the Attorney 
        General, informs the persons who are the subject of the 
        investigation that the investigation is closed.
  (b) Rule of Construction.--Nothing in this section shall be 
construed to affect the authority of the Commission to re-open 
an investigation if the Commission obtains new evidence after 
the investigation is closed, subject to any applicable statute 
of limitations.

SEC. 818. ENFORCEMENT OMBUDSMAN.

  (a) In General.--Section 4 of the Securities Exchange Act of 
1934 (15 U.S.C. 78d), as amended by section 803, is further 
amended by inserting after subsection (h) the following:
  ``(i) Enforcement Ombudsman.--
          ``(1) Establishment.--The Commission shall have an 
        Enforcement Ombudsman, who shall be appointed by and 
        report directly to the Commission.
          ``(2) Duties.--The Enforcement Ombudsman shall--
                  ``(A) act as a liaison between the Commission 
                and any person who is the subject of an 
                investigation (including a preliminary or 
                informal investigation) by the Commission or an 
                administrative or judicial action brought by 
                the Commission in resolving problems that such 
                persons may have with the Commission or the 
                conduct of Commission staff; and
                  ``(B) establish safeguards to maintain the 
                confidentiality of communications between the 
                persons described in subparagraph (A) and the 
                Enforcement Ombudsman.
          ``(3) Limitation.--In carrying out the duties of the 
        Enforcement Ombudsman under paragraph (2), the 
        Enforcement Ombudsman shall utilize personnel of the 
        Commission to the extent practicable. Nothing in this 
        subsection shall be construed as replacing, altering, 
        or diminishing the activities of any ombudsman or 
        similar office of any other agency.
          ``(4) Report.--The Enforcement Ombudsman shall submit 
        to the Commission and to the Committee on Financial 
        Services of the House of Representatives and the 
        Committee on Banking, Housing, and Urban Affairs of the 
        Senate an annual report that describes the activities 
        and evaluates the effectiveness of the Enforcement 
        Ombudsman during the preceding year.''.
  (b) Deadline for Initial Appointment.--The Securities and 
Exchange Commission shall appoint the initial Enforcement 
Ombudsman under subsection (i) of section 4 of the Securities 
Exchange Act of 1934, as added by subsection (a), not later 
than 180 days after the date of the enactment of this Act.

SEC. 819. ADEQUATE NOTICE.

  Section 21 of the Securities Exchange Act of 1934 (15 U.S.C. 
78u) is amended by adding at the end the following:
  ``(j) Adequate Notice Required Before Bringing an Enforcement 
Action.--
          ``(1) In general.--No person shall be subject to an 
        enforcement action by the Commission for an alleged 
        violation of the securities laws or the rules and 
        regulations issued thereunder if such person did not 
        have adequate notice of such law, rule, or regulation.
          ``(2) Publishing of interpretation deemed adequate 
        notice.--With respect to an enforcement action, 
        adequate notice of a securities law or a rule or 
        regulation issued thereunder shall be deemed to have 
        been provided to a person if the Commission approved a 
        statement or guidance, in accordance with section 4I, 
        with respect to the conduct that is the subject of the 
        enforcement action, prior to the time that the person 
        engaged in the conduct that is the subject of the 
        enforcement action.''.

SEC. 820. ADVISORY COMMITTEE ON COMMISSION'S ENFORCEMENT POLICIES AND 
                    PRACTICES.

  (a) Establishment.--Not later than 6 months after the date of 
the enactment of this Act, the Chairman shall establish an 
advisory committee on the Commission's enforcement policies and 
practices (in this section referred to as the ``Committee'').
  (b) Duties.--
          (1) Analysis and recommendations.--
                  (A) In general.--The Committee shall conduct 
                an analysis of the policies and practices of 
                the Commission relating to the enforcement of 
                the securities laws and make recommendations to 
                the Commission regarding changes to such 
                policies and practices.
                  (B) Specific matters included.--In carrying 
                out subparagraph (A), the Committee shall 
                analyze and make recommendations to the 
                Commission regarding matters including the 
                following:
                          (i) How the Commission's enforcement 
                        objectives and strategies may be more 
                        effective.
                          (ii) The Commission's enforcement 
                        practices and procedures from the point 
                        of view of due process, the 
                        relationship of enforcement action to 
                        notice of legal requirements, the 
                        attribution of responsibility for 
                        violations, and the protection of 
                        reputation and rights of privacy.
                          (iii) The Commission's enforcement 
                        policies and practices in light of its 
                        statutory responsibility to protect 
                        investors, maintain fair, orderly, and 
                        efficient markets, and facilitate 
                        capital formation.
                          (iv) The appropriate blend of 
                        regulation, publicity, and formal 
                        enforcement action and on methods of 
                        furthering voluntary compliance.
                          (v) Criteria for the selection and 
                        disposition of enforcement actions, the 
                        adequacy of sanctions authorized by 
                        law, and the suitability and 
                        effectiveness of sanctions imposed by 
                        the Commission proceedings.
          (2) Report.--Not later than 1 year after the 
        establishment of the Committee under subsection (a), 
        the Committee shall submit to the Commission and the 
        appropriate congressional committees a report 
        containing the results of the analysis and the 
        recommendations required by paragraph (1)(A).
  (c) Membership.--
          (1) Number and appointment.--The Committee shall be 
        composed of not less than 3 and not greater than 7 
        members appointed by the Chairman.
          (2) Chairperson.--The Chairperson of the Committee 
        shall be designated by the Chairman at the time of 
        appointment of the members.
  (d) Support.--The Commission shall provide the Committee with 
the administrative, professional, and technical support 
required by the Committee to carry out its responsibilities 
under this section.
  (e) Termination of Committee.--The Committee established by 
subsection (a) shall terminate on the date that the report 
required by subsection (b)(2) is submitted.
  (f) Consideration and Adoption of Recommendations by 
Commission.--Not later than 180 days after the Committee 
submits the report required by subsection (b)(2), the 
Commission shall--
          (1) consider the analysis and recommendations 
        included in such report;
          (2) adopt such recommendations, with any 
        modifications, as the Commission considers appropriate; 
        and
          (3) submit to the appropriate congressional 
        committees a report that--
                  (A) lists each recommendation included in 
                such report that the Commission does not adopt 
                or adopts with material modifications; and
                  (B) for each recommendation listed under 
                subparagraph (A), explains why the Commission 
                does not consider it appropriate or does not 
                have sufficient authority to adopt the 
                recommendation or to adopt the recommendation 
                without material modification.
  (g) Definitions.--In this section:
          (1) Appropriate congressional committees.--The term 
        ``appropriate congressional committees'' means the 
        Committee on Financial Services of the House of 
        Representatives and the Committee on Banking, Housing, 
        and Urban Affairs of the Senate.
          (2) Chairman.--The term ``Chairman'' means the 
        Chairman of the Commission.
          (3) Commission.--The term ``Commission'' means the 
        Securities and Exchange Commission.
          (4) Securities laws.--The term ``securities laws'' 
        has the meaning given such term in section 3(a) of the 
        Securities Exchange Act of 1934 (15 U.S.C. 78c(a)).
  (h) Application of the Federal Advisory Committee Act.--The 
Committee is an advisory committee for purposes of the Federal 
Advisory Committee Act (5 U.S.C. App.).

SEC. 821. PROCESS TO PERMIT RECIPIENT OF WELLS NOTIFICATION TO APPEAR 
                    BEFORE COMMISSION STAFF IN-PERSON.

  (a) In General.--Not later than 180 days after the date of 
the enactment of this Act, the Securities and Exchange 
Commission shall establish a process under which, in any 
instance in which the Commission staff provides a written Wells 
notification to an individual informing the individual that the 
Commission staff has made a preliminary determination to 
recommend that the Commission bring an administrative or 
judicial action against the individual, the individual shall 
have the right to make an in-person presentation before the 
Commission staff concerning such recommendation and to be 
represented by counsel at such presentation, at the 
individual's own expense.
  (b) Attendance by Commissioners.--Such process shall provide 
that each Commissioner of the Commission, or a designee of the 
Commissioner, may attend any such presentation.
  (c) Report by Commission Staff.--Such process shall provide 
that, before any Commission vote on whether to bring the 
administrative or judicial action against the individual, the 
Commission staff shall provide to each Commissioner a written 
report on any such presentation, including any factual or legal 
arguments made by the individual and any supporting documents 
provided by the individual.

SEC. 822. PUBLICATION OF ENFORCEMENT MANUAL.

  (a) In General.--Not later than 1 year after the date of the 
enactment of this Act, the Securities and Exchange Commission 
shall approve, by vote of the Commission, and publish an 
updated manual that sets forth the policies and practices that 
the Commission will follow in the enforcement of the securities 
laws (as defined in section 3(a) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78c(a))). Such manual shall include policies 
and practices required by this Act, and by the amendments made 
by this Act, and shall be developed so as to ensure 
transparency in such enforcement and uniform application of 
such laws by the Commission.
  (b) Enforcement Plan and Report.--Beginning on the date that 
is one year after the date of enactment of this Act, and each 
year thereafter, the Securities and Exchange Commission shall 
transmit to Congress and publish on its Internet website an 
annual enforcement plan and report that shall--
          (1) detail the priorities of the Commission with 
        regard to enforcement and examination activities for 
        the forthcoming year;
          (2) report on the Commission's enforcement and 
        examination activities for the previous year, including 
        an assessment of how such activities comported with the 
        priorities identified for that year pursuant to 
        paragraph (1);
          (3) contain an analysis of litigated decisions found 
        not in favor of the Commission over the preceding year;
          (4) contain a description of any emerging trends the 
        Commission has focused on as part of its enforcement 
        program, including whether and how the Commission has 
        alerted or communicated with those who may be subject 
        to the Commission's regulation of emerging trends;
          (5) contain a description of legal theories or 
        standards employed by the Commission in enforcement 
        over the preceding year that had not previously been 
        employed, and a summary justifying each such theory or 
        standard; and
          (6) provide an opportunity and mechanism for public 
        comment.

SEC. 823. PRIVATE PARTIES AUTHORIZED TO COMPEL THE SECURITIES AND 
                    EXCHANGE COMMISSION TO SEEK SANCTIONS BY FILING 
                    CIVIL ACTIONS.

  Title I of the Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.) is amended by adding at the end the following:

``SEC. 41. PRIVATE PARTIES AUTHORIZED TO COMPEL THE COMMISSION TO SEEK 
                    SANCTIONS BY FILING CIVIL ACTIONS.

  ``(a) Termination of Administrative Proceeding.--In the case 
of any person who is a party to a proceeding brought by the 
Commission under a securities law, to which section 554 of 
title 5, United States Code, applies, and against whom an order 
imposing a cease and desist order and a penalty may be issued 
at the conclusion of the proceeding, that person may, not later 
than 20 days after receiving notice of such proceeding, and at 
that person's discretion, require the Commission to terminate 
the proceeding.
  ``(b) Civil Action Authorized.--If a person requires the 
Commission to terminate a proceeding pursuant to subsection 
(a), the Commission may bring a civil action against that 
person for the same remedy that might be imposed.
  ``(c) Standard of Proof in Administrative Proceeding.--
Notwithstanding any other provision of law, in the case of a 
proceeding brought by the Commission under a securities law, to 
which section 554 of title 5, United States Code, applies, a 
legal or equitable remedy may be imposed on the person against 
whom the proceeding was brought only on a showing by the 
Commission of clear and convincing evidence that the person has 
violated the relevant provision of law.''.

SEC. 824. CERTAIN FINDINGS REQUIRED TO APPROVE CIVIL MONEY PENALTIES 
                    AGAINST ISSUERS.

  The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) 
is amended by inserting after section 4E the following:

``SEC. 4F. CERTAIN FINDINGS REQUIRED TO APPROVE CIVIL MONEY PENALTIES 
                    AGAINST ISSUERS.

  ``The Commission may not seek against or impose on an issuer 
a civil money penalty for violation of the securities laws 
unless the publicly available text of the order approving the 
seeking or imposition of such penalty contains findings, 
supported by an analysis by the Division of Economic and Risk 
Analysis and certified by the Chief Economist, of whether--
          ``(1) the alleged violation resulted in direct 
        economic benefit to the issuer; and
          ``(2) the penalty will harm the shareholders of the 
        issuer.''.

SEC. 825. REPEAL OF AUTHORITY OF THE COMMISSION TO PROHIBIT PERSONS 
                    FROM SERVING AS OFFICERS OR DIRECTORS.

  (a) Under Securities Act of 1933.--Subsection (f) of section 
8A of the Securities Act of 1933 (15 U.S.C. 77h-1) is repealed.
  (b) Under Securities Exchange Act of 1934.--Subsection (f) of 
section 21C of the Securities Exchange Act of 1934 (15 U.S.C. 
78u-3) is repealed.

SEC. 826. SUBPOENA DURATION AND RENEWAL.

  Section 21(b) of the Securities Exchange Act of 1934 (15 
U.S.C. 78u(b)) is amended--
          (1) by inserting ``Subpoena.--'' after the 
        enumerator;
          (2) by striking ``For the purpose of'' and inserting 
        the following:
          ``(1) In general.--For the purpose of''; and
          (3) by adding at the end the following:
          ``(2) Omnibus orders of investigation.--
                  ``(A) Duration and renewal.--An omnibus order 
                of investigation shall not be for an indefinite 
                duration and may be renewed only by Commission 
                action.
                  ``(B) Definition.--In subparagraph (A), the 
                term `omnibus order of investigation' means an 
                order of the Commission authorizing 1 or more 
                members of the Commission or its staff to issue 
                subpoenas under paragraph (1) to multiple 
                persons in relation to a particular subject 
                matter area.''.

SEC. 827. ELIMINATION OF AUTOMATIC DISQUALIFICATIONS.

  The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), 
as amended by this Act, is further amended by inserting after 
section 4F the following:

``SEC. 4G. ELIMINATION OF AUTOMATIC DISQUALIFICATIONS.

  ``(a) In General.--Notwithstanding any other provision of 
law, a non-natural person may not be disqualified or otherwise 
made ineligible to use an exemption or registration provision, 
engage in an activity, or qualify for any similar treatment 
under a provision of the securities laws or the rules issued by 
the Commission under the securities laws by reason of having, 
or a person described in subsection (b) having, been convicted 
of any felony or misdemeanor or made the subject of any 
judicial or administrative order, judgment, or decree arising 
out of a governmental action (including an order, judgment, or 
decree agreed to in a settlement), or having, or a person 
described in subsection (b) having, been suspended or expelled 
from membership in, or suspended or barred from association 
with a member of, a registered national securities exchange or 
a registered national or affiliated securities association for 
any act or omission to act constituting conduct inconsistent 
with just and equitable principles of trade, unless the 
Commission, by order, on the record after notice and an 
opportunity for hearing, makes a determination that such non-
natural person should be so disqualified or otherwise made 
ineligible for purposes of such provision.
  ``(b) Person Described.--A person is described in this 
subsection if the person is--
          ``(1) a natural person who is a director, officer, 
        employee, partner, member, or shareholder of the non-
        natural person referred to in subsection (a) or is 
        otherwise associated or affiliated with such non-
        natural person in any way; or
          ``(2) a non-natural person who is associated or 
        affiliated with the non-natural person referred to in 
        subsection (a) in any way.
  ``(c) Rule of Construction.--Nothing in this section shall be 
construed to limit any authority of the Commission, by order, 
on the record after notice and an opportunity for hearing, to 
prohibit a person from using an exemption or registration 
provision, engaging in an activity, or qualifying for any 
similar treatment under a provision of the securities laws, or 
the rules issued by the Commission under the securities laws, 
by reason of a circumstance referred to in subsection (a) or 
any similar circumstance.''.

SEC. 828. DENIAL OF AWARD TO CULPABLE WHISTLEBLOWERS.

  Section 21F(c) of the Securities Exchange Act of 1934 (15 
U.S.C. 78u-6(c)) is amended--
          (1) in paragraph (2)--
                  (A) in subparagraph (C), by striking ``or'' 
                at the end;
                  (B) in subparagraph (D), by striking the 
                period and inserting ``; or''; and
                  (C) by adding at the end the following:
                  ``(E) to any whistleblower who is responsible 
                for, or complicit in, the violation of the 
                securities laws for which the whistleblower 
                provided information to the Commission.''; and
          (2) by adding at the end the following:
          ``(3) Definition.--For purposes of paragraph (2)(E), 
        a person is responsible for, or complicit in, a 
        violation of the securities laws if, with the intent to 
        promote or assist the violation, the person--
                  ``(A) procures, induces, or causes another 
                person to commit the offense;
                  ``(B) aids or abets another person in 
                committing the offense; or
                  ``(C) having a duty to prevent the violation, 
                fails to make an effort the person is required 
                to make.''.

SEC. 829. CLARIFICATION OF AUTHORITY TO IMPOSE SANCTIONS ON PERSONS 
                    ASSOCIATED WITH A BROKER OR DEALER.

  Section 15(b)(6)(A)(i) of the Securities Exchange Act of 1934 
(15 U.S.C. 78o(b)(6)(A)(i)) is amended by striking 
``enumerated'' and all that follows and inserting ``enumerated 
in subparagraph (A), (D), (E), (G), or (H) of paragraph (4) of 
this subsection;''.

SEC. 830. COMPLAINT AND BURDEN OF PROOF REQUIREMENTS FOR CERTAIN 
                    ACTIONS FOR BREACH OF FIDUCIARY DUTY.

  Section 36(b) of the Investment Company Act of 1940 (15 
U.S.C. 80a-35(b)) is amended by adding at the end the 
following:
          ``(7) In any such action brought by a security holder 
        of a registered investment company on behalf of such 
        company--
                  ``(A) the complaint shall state with 
                particularity all facts establishing a breach 
                of fiduciary duty, and, if an allegation of any 
                such facts is based on information and belief, 
                the complaint shall state with particularity 
                all facts on which that belief is formed; and
                  ``(B) such security holder shall have the 
                burden of proving a breach of fiduciary duty by 
                clear and convincing evidence.''.

SEC. 831. CONGRESSIONAL ACCESS TO INFORMATION HELD BY THE PUBLIC 
                    COMPANY ACCOUNTING OVERSIGHT BOARD.

  Section 105(b)(5) of the Sarbanes-Oxley Act of 2002 (15 
U.S.C. 7215(b)(5)) is amended--
          (1) in subparagraph (A), by striking ``subparagraphs 
        (B) and (C)'' and inserting ``subparagraphs (B), (C), 
        and (D)''; and
          (2) by adding at the end the following:
                  ``(D) Availability to the congressional 
                committees.--The Board shall make available to 
                the Committees specified under section 101(h)--
                          ``(i) such information as the 
                        Committees shall request; and
                          ``(ii) with respect to any 
                        confidential or privileged information 
                        provided in response to a request under 
                        clause (i), including any information 
                        subject to section 104(g) and 
                        subparagraph (A), or any confidential 
                        or privileged information provided 
                        orally in response to such a request, 
                        such information shall maintain the 
                        protections provided in subparagraph 
                        (A), and shall retain its confidential 
                        and privileged status in the hands of 
                        the Board and the Committees.''.

SEC. 832. ABOLISHING INVESTOR ADVISORY GROUP.

  The Public Company Accounting Oversight Board shall abolish 
the Investor Advisory Group.

SEC. 833. REPEAL OF REQUIREMENT FOR PUBLIC COMPANY ACCOUNTING OVERSIGHT 
                    BOARD TO USE CERTAIN FUNDS FOR MERIT SCHOLARSHIP 
                    PROGRAM.

  (a) In General.--Section 109(c) of the Sarbanes-Oxley Act of 
2002 (15 U.S.C. 7219(c)) is amended by striking paragraph (2).
  (b) Conforming Amendments.--Section 109 of the Sarbanes-Oxley 
Act of 2002 (15 U.S.C. 7219) is amended--
          (1) in subsection (c), by striking ``Uses of Funds'' 
        and all that follows through ``The budget'' and 
        inserting ``Uses of Funds.--The budget''; and
          (2) in subsection (f), by striking ``subsection 
        (c)(1)'' and inserting ``subsection (c)''.

SEC. 834. REALLOCATION OF FINES FOR VIOLATIONS OF RULES OF MUNICIPAL 
                    SECURITIES RULEMAKING BOARD.

  (a) In General.--Section 15B(c)(9) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78o-4(c)(9)) is amended to read as 
follows:
  ``(9) Fines collected for violations of the rules of the 
Board shall be deposited and credited as general revenue of the 
Treasury, except as otherwise provided in section 308 of the 
Sarbanes-Oxley Act of 2002 or section 21F of this title.''.
  (b) Effective Date.--The amendment made by subsection (a) 
shall apply to fines collected after the date of enactment of 
this Act.

 Subtitle B--Eliminating Excessive Government Intrusion in the Capital 
                                Markets

SEC. 841. REPEAL OF DEPARTMENT OF LABOR FIDUCIARY RULE AND REQUIREMENTS 
                    PRIOR TO RULEMAKING RELATING TO STANDARDS OF 
                    CONDUCT FOR BROKERS AND DEALERS.

  (a) Repeal of Department of Labor Fiduciary Rule.--The final 
rule of the Department of Labor titled ``Definition of the Term 
`Fiduciary'; Conflict of Interest Rule--Retirement Investment 
Advice'' and related prohibited transaction exemptions 
published April 8, 2016 (81 Fed. Reg. 20946) shall have no 
force or effect.
  (b) Stay on Rules Defining Certain Fiduciaries.--After the 
date of enactment of this Act, the Secretary of Labor shall not 
prescribe any regulation under the Employee Retirement Income 
Security Act of 1974 (29 U.S.C. 1001 et seq.) defining the 
circumstances under which an individual is considered a 
fiduciary until the date that is 60 days after the Securities 
and Exchange Commission issues a final rule relating to 
standards of conduct for brokers and dealers pursuant to the 
second subsection (k) of section 15 of the Securities Exchange 
Act of 1934 (15 U.S.C. 78o(k)).
  (c) Requirements Prior to Rulemaking Relating to Standards of 
Conduct for Brokers and Dealers.--The second subsection (k) of 
section 15 of the Securities Exchange Act of 1934 (15 U.S.C. 
78o(k)), as added by section 913(g)(1) of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act (12 U.S.C. 5301 et 
seq.), is amended by adding at the end the following:
          ``(3) Requirements prior to rulemaking.--The 
        Commission shall not promulgate a rule pursuant to 
        paragraph (1) before providing a report to the 
        Committee on Financial Services of the House of 
        Representatives and the Committee on Banking, Housing, 
        and Urban Affairs of the Senate and making such report 
        available on the Commission's website describing 
        whether--
                  ``(A) retail investors (and such other 
                customers as the Commission may provide) are 
                being harmed due to brokers or dealers 
                operating under different standards of conduct 
                than those that apply to investment advisors 
                under section 211 of the Investment Advisers 
                Act of 1940 (15 U.S.C. 80b-11);
                  ``(B) alternative remedies will reduce any 
                confusion or harm to retail investors due to 
                brokers or dealers operating under different 
                standards of conduct than those standards that 
                apply to investment advisors under section 211 
                of the Investment Advisers Act of 1940 (15 
                U.S.C. 80b-11), including--
                          ``(i) simplifying the titles used by 
                        brokers, dealers, and investment 
                        advisers; and
                          ``(ii) enhancing disclosure 
                        surrounding the different standards of 
                        conduct currently applicable to 
                        brokers, dealers, and investment 
                        advisers;
                  ``(C) the adoption of a uniform fiduciary 
                standard of conduct for brokers, dealers, and 
                investment advisors would adversely impact the 
                commissions of brokers and dealers, the 
                availability of proprietary products offered by 
                brokers and dealers, and the ability of brokers 
                and dealers to engage in principal transactions 
                with customers; and
                  ``(D) the adoption of a uniform fiduciary 
                standard of conduct for brokers or dealers and 
                investment advisors would adversely impact 
                retail investor access to personalized and 
                cost-effective investment advice, 
                recommendations about securities, or the 
                availability of such advice and 
                recommendations.
          ``(4) Economic analysis.--The Commission's 
        conclusions contained in the report described in 
        paragraph (3) shall be supported by economic analysis.
          ``(5) Requirements for promulgating a rule.--The 
        Commission shall publish in the Federal Register 
        alongside the rule promulgated pursuant to paragraph 
        (1) formal findings that such rule would reduce 
        confusion or harm to retail customers (and such other 
        customers as the Commission may by rule provide) due to 
        different standards of conduct applicable to brokers, 
        dealers, and investment advisors.
          ``(6) Requirements under investment advisers act of 
        1940.--In proposing rules under paragraph (1) for 
        brokers or dealers, the Commission shall consider the 
        differences in the registration, supervision, and 
        examination requirements applicable to brokers, 
        dealers, and investment advisors.''.

SEC. 842. EXEMPTION FROM RISK RETENTION REQUIREMENTS FOR NONRESIDENTIAL 
                    MORTGAGE.

  (a) In General.--Section 15G of the Securities Exchange Act 
of 1934 (15 U.S.C. 78o-11) is amended--
          (1) in subsection (a)--
                  (A) in paragraph (3)(B), by striking ``and'' 
                at the end;
                  (B) in paragraph (4)(B), by striking the 
                period and inserting ``; and''; and
                  (C) by adding at the end the following:
          ``(5) the term `asset-backed security' refers only to 
        an asset-backed security that is comprised wholly of 
        residential mortgages.'';
          (2) in subsection (b)--
                  (A) by striking paragraph (1); and
                  (B) by striking ``(2) Residential 
                mortgages.--'';
          (3) by striking subsection (h) and redesignating 
        subsection (i) as subsection (h); and
          (4) in subsection (h) (as so redesignated)--
                  (A) by striking ``effective--'' and all that 
                follows through ``(1) with respect to'' and 
                inserting ``effective with respect to'';
                  (B) in paragraph (1), by striking ``; and'' 
                and inserting a period; and
                  (C) by striking paragraph (2).
  (b) Conforming Amendment.--Section 941 of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act is amended by 
striking subsection (c).

SEC. 843. FREQUENCY OF SHAREHOLDER APPROVAL OF EXECUTIVE COMPENSATION.

  Section 14A(a) of the Securities Exchange Act of 1934 (15 
U.S.C. 78n-1(a)) is amended--
          (1) in paragraph (1), by striking ``Not less 
        frequently than once every 3 years'' and inserting 
        ``Each year in which there has been a material change 
        to the compensation of executives of an issuer from the 
        previous year''; and
          (2) by striking paragraph (2) and redesignating 
        paragraph (3) as paragraph (2).

SEC. 844. SHAREHOLDER PROPOSALS.

  (a) Resubmission Thresholds.--The Securities and Exchange 
Commission shall revise section 240.14a-8(i)(12) of title 17, 
Code of Federal Regulations to--
          (1) in paragraph (i), adjust the 3 percent threshold 
        to 6 percent;
          (2) in paragraph (ii), adjust the 6 percent threshold 
        to 15 percent; and
          (3) in paragraph (iii), adjust the 10 percent 
        threshold to 30 percent.
  (b) Holding Requirement.--The Securities and Exchange 
Commission shall revise the holding requirement for a 
shareholder to be eligible to submit a shareholder proposal to 
an issuer in section 240.14a-8(b)(1) of title 17, Code of 
Federal Regulations, to--
          (1) eliminate the option to satisfy the holding 
        requirement by holding a certain dollar amount;
          (2) require the shareholder to hold 1 percent of the 
        issuer's securities entitled to be voted on the 
        proposal, or such greater percentage as determined by 
        the Commission; and
          (3) adjust the 1 year holding period to 3 years.
  (c) Shareholder Proposals Issued by Proxies.--Section 14 of 
the Securities Exchange Act of 1934 (15 U.S.C. 78n) is amended 
by adding at the end the following:
  ``(j) Shareholder Proposals by Proxies Not Permitted.--An 
issuer may not include in its proxy materials a shareholder 
proposal submitted by a person in such person's capacity as a 
proxy, representative, agent, or person otherwise acting on 
behalf of a shareholder.''.

SEC. 845. PROHIBITION ON REQUIRING A SINGLE BALLOT.

  Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 
78n) is amended by adding at the end the following:
  ``(k) Prohibition on Requiring a Single Ballot.--The 
Commission may not require that a solicitation of a proxy, 
consent, or authorization to vote a security of an issuer in an 
election of members of the board of directors of the issuer be 
made using a single ballot or card that lists both individuals 
nominated by (or on behalf of) the issuer and individuals 
nominated by (or on behalf of) other proponents and permits the 
person granting the proxy, consent, or authorization to select 
from among individuals in both groups.''.

SEC. 846. REQUIREMENT FOR MUNICIPAL ADVISOR FOR ISSUERS OF MUNICIPAL 
                    SECURITIES.

  Section 15B(d) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o-4(d)) is amended by adding at the end the following:
  ``(3) An issuer of municipal securities shall not be required 
to retain a municipal advisor prior to issuing any such 
securities.''.

SEC. 847. SMALL ISSUER EXEMPTION FROM INTERNAL CONTROL EVALUATION.

  Section 404(c) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 
7262(c)) is amended to read as follows:
  ``(c) Exemption for Smaller Issuers.--Subsection (b) shall 
not apply with respect to any audit report prepared for an 
issuer that has total market capitalization of less than 
$500,000,000, nor to any issuer that is a depository 
institution with assets of less than $1,000,000,000.''.

SEC. 848. STREAMLINING OF APPLICATIONS FOR AN EXEMPTION FROM THE 
                    INVESTMENT COMPANY ACT OF 1940.

  Section 6(c) of the Investment Company Act of 1940 (15 U.S.C. 
80a-6(c)) is amended--
          (1) by striking ``(c) The Commission'' and inserting 
        the following:
  ``(c) General Exemptive Authority.--
          ``(1) In general.--The Commission''; and
          (2) by adding at the end the following:
          ``(2) Application process.--
                  ``(A) In general.--A person who wishes to 
                receive an exemption from the Commission 
                pursuant to paragraph (1) shall file an 
                application with the Commission in such form 
                and manner and containing such information as 
                the Commission may require.
                  ``(B) Publication; rejection of invalid 
                applications.--
                          ``(i) In general.--Not later than the 
                        end of the 5-day period beginning on 
                        the date that the Commission receives 
                        an application under subparagraph (A), 
                        the Commission shall either--
                                  ``(I) publish the 
                                application, including by 
                                publication on the website of 
                                the Commission; or
                                  ``(II) if the Commission 
                                determines that the application 
                                does not comply with the proper 
                                form, manner, or information 
                                requirements described under 
                                subparagraph (A), reject such 
                                application and notify the 
                                applicant of the specific 
                                reasons the application was 
                                rejected.
                          ``(ii) Failure to publish 
                        application.--If the Commission does 
                        not reject an application under clause 
                        (i)(II), but fails to publish the 
                        application by the end of the time 
                        period specified under clause (i), such 
                        application shall be deemed to have 
                        been published on the date that is the 
                        end of such time period.
          ``(3) Determination by commission.--
                  ``(A) In general.--Not later than 45 days 
                after the date that the Commission publishes an 
                application pursuant to paragraph (2)(B), the 
                Commission shall, by order--
                          ``(i) approve the application;
                          ``(ii) if the Commission determines 
                        that the application would have been 
                        approved had the applicant provided 
                        additional supporting documentation or 
                        made certain amendments to the 
                        application--
                                  ``(I) provide the applicant 
                                with the specific additional 
                                supporting documentation or 
                                amendments that the Commission 
                                believes are necessary for the 
                                applicant to provide in order 
                                for the application to be 
                                approved; and
                                  ``(II) request that the 
                                applicant withdraw the 
                                application and re-submit the 
                                application with such 
                                additional supporting 
                                documentation and amendments; 
                                or
                          ``(iii) deny the application.
                  ``(B) Extension of time period.--The 
                Commission may extend the time period described 
                under subparagraph (A) by not more than an 
                additional 45 days, if--
                          ``(i) the Commission determines that 
                        a longer period is appropriate and 
                        publishes the reasons for such 
                        determination; or
                          ``(ii) the applicant consents to the 
                        longer period.
                  ``(C) Time period for withdrawal.--If the 
                Commission makes a request under subparagraph 
                (A)(ii) for an applicant to withdraw an 
                application, such application shall be deemed 
                to be denied if the applicant informs the 
                Commission that the applicant will not withdraw 
                the application or if the applicant does not 
                withdraw the application before the end of the 
                30-day period beginning on the date the 
                Commission makes such request.
          ``(4) Proceedings; notice and hearing.--If an 
        application is denied pursuant to paragraph (3), the 
        Commission shall provide the applicant with--
                  ``(A) a written explanation for why the 
                application was not approved; and
                  ``(B) an opportunity for hearing, if 
                requested by the applicant not later than 20 
                days after the date of such denial, with such 
                hearing to be commenced not later than 30 days 
                after the date of such denial.
          ``(5) Result of failure to institute or commence 
        proceedings.--An application shall be deemed to have 
        been approved by the Commission, if--
                  ``(A) the Commission fails to either approve, 
                request the withdrawal of, or deny the 
                application, as required under paragraph 
                (3)(A), within the time period required under 
                paragraph (3)(A), as such time period may have 
                been extended pursuant to paragraph (3)(B); or
                  ``(B) the applicant requests an opportunity 
                for hearing, pursuant to paragraph (4)(B), but 
                the Commission does not commence such hearing 
                within the time period required under paragraph 
                (4)(B).
          ``(6) Rulemaking.--Not later than 180 days after the 
        date of enactment of this paragraph, the Commission 
        shall issue rules to carry out this subsection.''.

SEC. 849. RESTRICTION ON RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.

  Section 10D(b)(2) of the Securities Exchange Act of 1934 (15 
U.S.C. 78j-4(b)(2)) is amended by inserting before the period 
the following: ``, where such executive officer had control or 
authority over the financial reporting that resulted in the 
accounting restatement''.

SEC. 850. EXEMPTIVE AUTHORITY FOR CERTAIN PROVISIONS RELATING TO 
                    REGISTRATION OF NATIONALLY RECOGNIZED STATISTICAL 
                    RATING ORGANIZATIONS.

  Section 15E of the Securities Exchange Act of 1934 (15 U.S.C. 
78o-7) is amended by adding at the end the following:
  ``(w) Commission Exemptive Authority.--The Commission, by 
rules and regulations upon its own motion, or by order upon 
application, may conditionally or unconditionally exempt any 
person from any provision or provisions of this title or of any 
rule or regulation thereunder, if and to the extent it 
determines that such rule, regulation, or requirement is 
creating a barrier to entry into the market for nationally 
recognized statistical rating organizations or impeding 
competition among such organizations, or that such an exemption 
is necessary or appropriate in the public interest and is 
consistent with the protection of investors.''.

SEC. 851. RISK-BASED EXAMINATIONS OF NATIONALLY RECOGNIZED STATISTICAL 
                    RATING ORGANIZATIONS.

  Section 15E(p)(3) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o-7(p)(3)) is amended--
          (1) in subparagraph (A)--
                  (A) in the heading, by striking ``Annual'' 
                and inserting ``Risk-based'';
                  (B) by striking ``an examination'' and 
                inserting ``examinations''; and
                  (C) by striking ``at least annually''; and
          (2) in subparagraph (B), in the matter preceding 
        clause (i), by inserting ``, as appropriate,'' after 
        ``Each examination under subparagraph (A) shall 
        include''.

SEC. 852. TRANSPARENCY OF CREDIT RATING METHODOLOGIES.

  Section 15E(s) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o-7(s)) is amended--
          (1) in paragraph (2)(B), by inserting before the 
        semicolon the following: ``rated by the nationally 
        recognized statistical rating agency''; and
          (2) in paragraph (3)--
                  (A) in subparagraph (A)(ix), by inserting 
                before the period the following: ``, except 
                that the Commission may not require the 
                inclusion of references to statutory or 
                regulatory requirements or statutory provision 
                headings or enumerators for any specific 
                disclosure'';
                  (B) in subparagraph (B)(iv), by inserting 
                before the period the following: ``, except 
                that the Commission may not require the 
                inclusion of references to statutory or 
                regulatory requirements or statutory provision 
                headings or enumerators for any specific 
                disclosure''; and
                  (C) by adding at the end the following:
                  ``(C) No mandate on the organization of 
                disclosures.--The Commission may not mandate 
                the specific organization of the disclosures 
                required under this paragraph.''.

SEC. 853. REPEAL OF CERTAIN ATTESTATION REQUIREMENTS RELATING TO CREDIT 
                    RATINGS.

  Section 15E of the Securities Exchange Act of 1934 (15 U.S.C. 
78o-7) is amended--
          (1) in subsection (c)(3)(B)--
                  (A) in clause (i), by adding ``and'' at the 
                end;
                  (B) in clause (ii), by striking ``; and'' and 
                inserting a period; and
                  (C) by striking clause (iii); and
          (2) in subsection (q)(2)--
                  (A) in subparagraph (D), by adding ``and'' at 
                the end;
                  (B) in subparagraph (E), by striking ``; 
                and'' and inserting a period; and
                  (C) by striking subparagraph (F).

SEC. 854. LOOK-BACK REVIEW BY NRSRO.

  Section 15E(h)(4)(A) of the Securities Exchange Act of 1934 
(15 U.S.C. 78o-7(h)(4)(A)) is amended--
          (1) by striking ``Each nationally'' and inserting the 
        following:
                          ``(i) In general.--Each nationally'';
          (2) by striking ``underwriter'' and inserting ``lead 
        underwriter'';
          (3) by striking ``in any capacity'';
          (4) by striking ``during the 1-year period preceding 
        the date an action was taken with respect to the credit 
        rating'';
          (5) by redesignating clauses (i) and (ii) as 
        subclauses (I) and (II), respectively, and adjusting 
        the margin of such subclauses accordingly;
          (6) in subclause (I), as so redesignated, by 
        inserting before the semicolon the following: ``during 
        the 1-year period preceding the departure of the 
        employee from the nationally recognized statistical 
        rating organization''; and
          (7) by adding at the end the following:
                          ``(ii) Maintenance of ratings 
                        actions.--In the case of maintenance of 
                        ratings actions, the requirement under 
                        clause (i) shall only apply to 
                        employees of a person subject to a 
                        credit rating of the nationally 
                        recognized statistical rating 
                        organization or an issuer of a security 
                        or money market instrument subject to a 
                        credit rating of the nationally 
                        recognized statistical rating 
                        organization.''.

SEC. 855. APPROVAL OF CREDIT RATING PROCEDURES AND METHODOLOGIES.

  Section 15E(r)(1)(A) of the Securities Exchange Act of 1934 
(15 U.S.C. 78o-7(r)(1)(A)) is amended by inserting ``, or the 
Chief Credit Officer'' after ``performing a function similar to 
that of a board''.

SEC. 856. EXCEPTION FOR PROVIDING CERTAIN MATERIAL INFORMATION RELATING 
                    TO A CREDIT RATING.

  Section 15E(h)(3) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o-7(h)(3)) is amended by adding at the end the 
following:
                  ``(C) Exception for providing certain 
                material information.--Rules issued under this 
                paragraph may not prohibit a person who 
                participates in sales or marketing of a product 
                or service of a nationally recognized 
                statistical rating organization from providing 
                material information, or information believed 
                in good faith to be material, to the issuance 
                or maintenance of a credit rating to a person 
                who participates in determining or monitoring 
                the credit rating, or developing or approving 
                procedures or methodologies used for 
                determining the credit rating, so long as the 
                information provided is not intended to 
                influence the determination of a credit rating, 
                or the procedures or methodologies used to 
                determine credit ratings.''.

SEC. 857. REPEALS.

  (a) Repeals.--The following provisions of title IX of the 
Dodd-Frank Wall Street Reform and Consumer Protection Act are 
repealed, and the provisions of law amended or repealed by such 
sections are restored or revived as if such sections had not 
been enacted:
          (1) Section 912.
          (2) Section 914.
          (3) Section 917.
          (4) Section 918.
          (5) Section 919A.
          (6) Section 919B.
          (7) Section 919C.
          (8) Section 921.
          (9) Section 929T.
          (10) Section 929X.
          (11) Section 929Y.
          (12) Section 929Z.
          (13) Section 931.
          (14) Section 933.
          (15) Section 937.
          (16) Section 939B.
          (17) Section 939C.
          (18) Section 939D.
          (19) Section 939E.
          (20) Section 939F.
          (21) Section 939G.
          (22) Section 939H.
          (23) Section 946.
          (24) Subsection (b) of section 953.
          (25) Section 955.
          (26) Section 956.
          (27) Section 964.
          (28) Section 965.
          (29) Section 968.
          (30) Section 971.
          (31) Section 972.
          (32) Section 976.
          (33) Section 977.
          (34) Section 978.
          (35) Section 984.
          (36) Section 989.
          (37) Section 989A.
          (38) Section 989F.
          (39) Subsection (b) of section 989G.
          (40) Section 989I.
  (b) Conforming Amendments.--The Dodd-Frank Wall Street Reform 
and Consumer Protection Act (12 U.S.C. 5301) is amended--
          (1) in the table of contents in section 1(b), by 
        striking the items relating to the sections described 
        under paragraphs (1) through (23), (25) through (38), 
        and (40) of subsection (a);
          (2) in section 953, by striking ``(a) Disclosure of 
        Pay Versus Performance.--''; and
          (3) in section 989G, by striking ``(a) Exemption.--
        ''.

SEC. 858. EXEMPTION OF AND REPORTING BY PRIVATE EQUITY FUND ADVISERS.

  Section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 
80b-3) is amended by adding at the end the following:
  ``(o) Exemption of and Reporting by Private Equity Fund 
Advisers.--
          ``(1) In general.--Except as provided in this 
        subsection, no investment adviser shall be subject to 
        the registration or reporting requirements of this 
        title with respect to the provision of investment 
        advice relating to a private equity fund.
          ``(2) Maintenance of records and access by 
        commission.--Not later than 6 months after the date of 
        enactment of this subsection, the Commission shall 
        issue final rules--
                  ``(A) to require investment advisers 
                described in paragraph (1) to maintain such 
                records and provide to the Commission such 
                annual or other reports as the Commission, 
                taking into account fund size, governance, 
                investment strategy, risk, and other factors, 
                determines necessary and appropriate in the 
                public interest and for the protection of 
                investors; and
                  ``(B) to define the term `private equity 
                fund' for purposes of this subsection.''.

SEC. 859. RECORDS AND REPORTS OF PRIVATE FUNDS.

  The Investment Advisers Act of 1940 (15 U.S.C. 80b-1 et seq.) 
is amended--
          (1) in section 204(b)--
                  (A) in paragraph (1)--
                          (i) in subparagraph (A), by striking 
                        ``investors,'' and all that follows and 
                        inserting ``investors.'';
                          (ii) by striking subparagraph (B); 
                        and
                          (iii) by striking ``this title--'' 
                        and all that follows through ``to 
                        maintain'' and inserting ``this title 
                        to maintain'';
                  (B) in paragraph (3)(H)--
                          (i) by striking ``, in consultation 
                        with the Council,''; and
                          (ii) by striking ``or for the 
                        assessment of systemic risk'';
                  (C) in paragraph (4), by striking ``, or for 
                the assessment of systemic risk'';
                  (D) in paragraph (5), by striking ``or for 
                the assessment of systemic risk'';
                  (E) in paragraph (6)(A)(ii), by striking ``, 
                or for the assessment of systemic risk'';
                  (F) by striking paragraph (7) and 
                redesignating paragraphs (8) through (11) as 
                paragraphs (7) through (10), respectively; and
                  (G) in paragraph (8) (as so redesignated), by 
                striking ``paragraph (8)'' and inserting 
                ``paragraph (7)''; and
          (2) in section 211(e)--
                  (A) by striking ``after consultation with the 
                Council but''; and
                  (B) by striking ``subsection 204(b)'' and 
                inserting ``section 204(b)''.

SEC. 860. DEFINITION OF ACCREDITED INVESTOR.

  (a) In General.--Section 2(a)(15) of the Securities Act of 
1933 (15 U.S.C. 77b(a)(15)) is amended--
          (1) by redesignating clauses (i) and (ii) as 
        subparagraphs (A) and (G), respectively; and
          (2) in subparagraph (A) (as so redesignated), by 
        striking ``; or'' at the end and inserting a semicolon, 
        and inserting after such subparagraph the following:
                  ``(B) any natural person whose individual net 
                worth, or joint net worth with that person's 
                spouse, exceeds $1,000,000 (which amount, along 
                with the amounts set forth in subparagraph (C), 
                shall be adjusted for inflation by the 
                Commission every 5 years to the nearest $10,000 
                to reflect the change in the Consumer Price 
                Index for All Urban Consumers published by the 
                Bureau of Labor Statistics) where, for purposes 
                of calculating net worth under this 
                subparagraph--
                          ``(i) the person's primary residence 
                        shall not be included as an asset;
                          ``(ii) indebtedness that is secured 
                        by the person's primary residence, up 
                        to the estimated fair market value of 
                        the primary residence at the time of 
                        the sale of securities, shall not be 
                        included as a liability (except that if 
                        the amount of such indebtedness 
                        outstanding at the time of sale of 
                        securities exceeds the amount 
                        outstanding 60 days before such time, 
                        other than as a result of the 
                        acquisition of the primary residence, 
                        the amount of such excess shall be 
                        included as a liability); and
                          ``(iii) indebtedness that is secured 
                        by the person's primary residence in 
                        excess of the estimated fair market 
                        value of the primary residence at the 
                        time of the sale of securities shall be 
                        included as a liability;
                  ``(C) any natural person who had an 
                individual income in excess of $200,000 in each 
                of the 2 most recent years or joint income with 
                that person's spouse in excess of $300,000 in 
                each of those years and has a reasonable 
                expectation of reaching the same income level 
                in the current year;
                  ``(D) any natural person who, by reason of 
                their net worth or income, is an accredited 
                investor under section 230.215 of title 17, 
                Code of Federal Regulations (as in effect on 
                the day before the date of enactment of this 
                subparagraph);
                  ``(E) any natural person who is currently 
                licensed or registered as a broker or 
                investment adviser by the Commission, the 
                Financial Industry Regulatory Authority, or an 
                equivalent self-regulatory organization (as 
                defined in section 3(a)(26) of the Securities 
                Exchange Act of 1934), or the securities 
                division of a State or the equivalent State 
                division responsible for licensing or 
                registration of individuals in connection with 
                securities activities;
                  ``(F) any natural person the Commission 
                determines, by regulation, to have demonstrable 
                education or job experience to qualify such 
                person as having professional knowledge of a 
                subject related to a particular investment, and 
                whose education or job experience is verified 
                by the Financial Industry Regulatory Authority 
                or an equivalent self-regulatory organization 
                (as defined in section 3(a)(26) of the 
                Securities Exchange Act of 1934); or''.
  (b) Repeal.--Section 413 of the Dodd-Frank Wall Street Reform 
and Consumer Protection Act (Public Law 111-203) is hereby 
repealed.

SEC. 861. REPEAL OF CERTAIN PROVISIONS REQUIRING A STUDY AND REPORT TO 
                    CONGRESS.

  The following provisions of the Dodd-Frank Wall Street Reform 
and Consumer Protection Act are repealed:
          (1) Section 412.
          (2) Section 415.
          (3) Section 416.
          (4) Section 417.

SEC. 862. REPEAL.

  (a) Repeal.--The following sections of title XV of the Dodd-
Frank Wall Street Reform and Consumer Protection Act are 
repealed, and the provisions of law amended or repealed by such 
sections are restored or revived as if such sections had not 
been enacted:
          (1) Section 1502.
          (2) Section 1503.
          (3) Section 1504.
          (4) Section 1505.
          (5) Section 1506.
  (b) Clerical Amendment.--The table of contents in section 
1(b) of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act is amended by striking the items relating to 
sections 1502, 1503, 1504, 1505, and 1506.

             Subtitle C--Harmonization of Derivatives Rules

SEC. 871. COMMISSIONS REVIEW AND HARMONIZATION OF RULES RELATING TO THE 
                    REGULATION OF OVER-THE-COUNTER SWAPS MARKETS.

  The Securities and Exchange Commission and the Commodity 
Futures Trading Commission shall review each rule, order, and 
interpretive guidance issued by either such Commission pursuant 
to title VII of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (15 U.S.C. 8301 et seq.) and, where the 
Commissions find inconsistencies in any such rules, orders, or 
interpretive guidance, shall jointly issue new rules, orders, 
or interpretive guidance to resolve such inconsistencies.

SEC. 872. TREATMENT OF TRANSACTIONS BETWEEN AFFILIATES.

  (a) Commodity Exchange Act.--Section 1a(47) of the Commodity 
Exchange Act (7 U.S.C. 1a(47)) is amended by adding at the end 
the following:
                  ``(G) Treatment of swap transactions between 
                affiliates.--
                          ``(i) Exemption from swap rules.--
                        Except as provided under clause (ii), 
                        the Commission may not regulate a swap 
                        under this Act if all of the following 
                        apply to such swap:
                                  ``(I) Affiliation.--One 
                                counterparty, directly or 
                                indirectly, holds a majority 
                                ownership interest in the other 
                                counterparty, or a third party, 
                                directly or indirectly, holds a 
                                majority ownership interest in 
                                both counterparties.
                                  ``(II) Financial 
                                statements.--The affiliated 
                                counterparty that holds the 
                                majority interest in the other 
                                counterparty or the third party 
                                that, directly or indirectly, 
                                holds the majority interests in 
                                both affiliated counterparties, 
                                reports its financial 
                                statements on a consolidated 
                                basis under generally accepted 
                                accounting principles or 
                                International Financial 
                                Reporting Standards, or other 
                                similar standards, and the 
                                financial statements include 
                                the financial results of the 
                                majority-owned affiliated 
                                counterparty or counterparties.
                          ``(ii) Requirements for exempted 
                        swaps.--With respect to a swap 
                        described under clause (i):
                                  ``(I) Reporting 
                                requirement.--If at least one 
                                counterparty is a swap dealer 
                                or major swap participant, that 
                                counterparty shall report the 
                                swap pursuant to section 4r, 
                                within such time period as the 
                                Commission may by rule or 
                                regulation prescribe--
                                          ``(aa) to a swap data 
                                        repository; or
                                          ``(bb) if there is no 
                                        swap data repository 
                                        that would accept the 
                                        agreement, contract or 
                                        transaction, to the 
                                        Commission.
                                  ``(II) Risk management 
                                requirement.--If at least one 
                                counterparty is a swap dealer 
                                or major swap participant, the 
                                swap shall be subject to a 
                                centralized risk management 
                                program pursuant to section 
                                4s(j) that is reasonably 
                                designed to monitor and to 
                                manage the risks associated 
                                with the swap.
                                  ``(III) Anti-evasion 
                                requirement.--The swap shall 
                                not be structured to evade the 
                                Dodd-Frank Wall Street Reform 
                                and Consumer Protection Act in 
                                violation of any rule 
                                promulgated by the Commission 
                                pursuant to section 721(c) of 
                                such Act.''.
  (b) Securities Exchange Act of 1934.--Section 3(a)(68) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(68)) is 
amended by adding at the end the following:
                  ``(F) Treatment of security-based swap 
                transactions between affiliates.--
                          ``(i) Exemption from security-based 
                        swap rules.--Except as provided under 
                        clause (ii), the Commission may not 
                        regulate a security-based swap under 
                        this Act if all of the following apply 
                        to such security-based swap:
                                  ``(I) Affiliation.--One 
                                counterparty, directly or 
                                indirectly, holds a majority 
                                ownership interest in the other 
                                counterparty, or a third party, 
                                directly or indirectly, holds a 
                                majority ownership interest in 
                                both counterparties.
                                  ``(II) Financial 
                                statements.--The affiliated 
                                counterparty that holds the 
                                majority interest in the other 
                                counterparty or the third party 
                                that, directly or indirectly, 
                                holds the majority interests in 
                                both affiliated counterparties, 
                                reports its financial 
                                statements on a consolidated 
                                basis under generally accepted 
                                accounting principles or 
                                International Financial 
                                Reporting Standards, or other 
                                similar standards, and the 
                                financial statements include 
                                the financial results of the 
                                majority-owned affiliated 
                                counterparty or counterparties.
                          ``(ii) Requirements for exempted 
                        security-based swaps.--With respect to 
                        a security-based swap described under 
                        clause (i):
                                  ``(I) Reporting 
                                requirement.--If at least one 
                                counterparty is a security-
                                based swap dealer or major 
                                security-based swap 
                                participant, that counterparty 
                                shall report the security-based 
                                swap pursuant to section 13A, 
                                within such time period as the 
                                Commission may by rule or 
                                regulation prescribe--
                                          ``(aa) to a security-
                                        based swap data 
                                        repository; or
                                          ``(bb) if there is no 
                                        security-based swap 
                                        data repository that 
                                        would accept the 
                                        agreement, contract or 
                                        transaction, to the 
                                        Commission.
                                  ``(II) Risk management 
                                requirement.--If at least one 
                                counterparty is a security-
                                based swap dealer or major 
                                security-based swap 
                                participant, the security-based 
                                swap shall be subject to a 
                                centralized risk management 
                                program pursuant to section 
                                15F(j) that is reasonably 
                                designed to monitor and to 
                                manage the risks associated 
                                with the security-based swap.
                                  ``(III) Anti-evasion 
                                requirement.--The security-
                                based swap shall not be 
                                structured to evade the Dodd-
                                Frank Wall Street Reform and 
                                Consumer Protection Act in 
                                violation of any rule 
                                promulgated by the Commission 
                                pursuant to section 761(b)(3) 
                                of such Act.''.

       TITLE IX--REPEAL OF THE VOLCKER RULE AND OTHER PROVISIONS

SEC. 901. REPEALS.

  (a) In General.--The following sections of title VI of the 
Dodd-Frank Wall Street Reform and Consumer Protection Act are 
repealed, and the provisions of law amended or repealed by such 
sections are restored or revived as if such sections had not 
been enacted:
          (1) Section 603.
          (2) Section 618.
          (3) Section 619.
          (4) Section 620.
          (5) Section 621.
  (b) Clerical Amendment.--The table of contents under section 
1(b) of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act is amended by striking the items relating to 
sections 603, 618, 619, 620, and 621.

            TITLE X--FED OVERSIGHT REFORM AND MODERNIZATION

SEC. 1001. REQUIREMENTS FOR POLICY RULES OF THE FEDERAL OPEN MARKET 
                    COMMITTEE.

  The Federal Reserve Act (12 U.S.C. 221 et seq.) is amended by 
inserting after section 2B the following new section:

``SEC. 2C. DIRECTIVE POLICY RULES OF THE FEDERAL OPEN MARKET COMMITTEE.

  ``(a) Definitions.--In this section the following definitions 
shall apply:
          ``(1) Appropriate congressional committees.--The term 
        `appropriate congressional committees' means the 
        Committee on Financial Services of the House of 
        Representatives and the Committee on Banking, Housing, 
        and Urban Affairs of the Senate.
          ``(2) Directive policy rule.--The term `Directive 
        Policy Rule' means a policy rule developed by the 
        Federal Open Market Committee that meets the 
        requirements of subsection (c) and that provides the 
        basis for the Open Market Operations Directive.
          ``(3) GDP.--The term `GDP' means the gross domestic 
        product of the United States as computed and published 
        by the Department of Commerce.
          ``(4) Intermediate policy input.--The term 
        `Intermediate Policy Input'--
                  ``(A) may include any variable determined by 
                the Federal Open Market Committee as a 
                necessary input to guide open-market 
                operations;
                  ``(B) shall include an estimate of, and the 
                method of calculation for, the current rate of 
                inflation or current inflation expectations; 
                and
                  ``(C) shall include, specifying whether the 
                variable or estimate is historical, current, or 
                a forecast and the method of calculation, at 
                least one of--
                          ``(i) an estimate of real GDP, 
                        nominal GDP, or potential GDP;
                          ``(ii) an estimate of the monetary 
                        aggregate compiled by the Board of 
                        Governors of the Federal Reserve System 
                        and Federal reserve banks; or
                          ``(iii) an interactive variable or a 
                        net estimate composed of the estimates 
                        described in clauses (i) and (ii).
          ``(5) Legislative day.--The term `legislative day' 
        means a day on which either House of Congress is in 
        session.
          ``(6) Open market operations directive.--The term 
        `Open Market Operations Directive' means an order to 
        achieve a specified Policy Instrument Target provided 
        to the Federal Reserve Bank of New York by the Federal 
        Open Market Committee pursuant to powers authorized 
        under section 14 of this Act that guide open-market 
        operations.
          ``(7) Policy instrument.--The term `Policy 
        Instrument' means--
                  ``(A) the nominal Federal funds rate;
                  ``(B) the nominal rate of interest paid on 
                nonborrowed reserves; or
                  ``(C) the discount window primary credit 
                interest rate most recently published on the 
                Federal Reserve Statistical Release on selected 
                interest rates (daily or weekly), commonly 
                referred to as the H.15 release.
          ``(8) Policy instrument target.--The term `Policy 
        Instrument Target' means the target for the Policy 
        Instrument specified in the Open Market Operations 
        Directive.
          ``(9) Reference policy rule.--The term `Reference 
        Policy Rule' means a calculation of the nominal Federal 
        funds rate as equal to the sum of the following:
                  ``(A) The rate of inflation over the previous 
                four quarters.
                  ``(B) One-half of the percentage deviation of 
                the real GDP from an estimate of potential GDP.
                  ``(C) One-half of the difference between the 
                rate of inflation over the previous four 
                quarters and two percent.
                  ``(D) Two percent.
  ``(b) Submitting a Directive Policy Rule.--Not later than 48 
hours after the end of a meeting of the Federal Open Market 
Committee, the Chairman of the Federal Open Market Committee 
shall submit to the appropriate congressional committees and 
the Comptroller General of the United States a Directive Policy 
Rule and a statement that identifies the members of the Federal 
Open Market Committee who voted in favor of the Directive 
Policy Rule.
  ``(c) Requirements for a Directive Policy Rule.--A Directive 
Policy Rule shall--
          ``(1) identify the Policy Instrument the Directive 
        Policy Rule is designed to target;
          ``(2) describe the strategy or rule of the Federal 
        Open Market Committee for the systematic quantitative 
        adjustment of the Policy Instrument Target to respond 
        to a change in the Intermediate Policy Inputs;
          ``(3) include a function that comprehensively models 
        the interactive relationship between the Intermediate 
        Policy Inputs;
          ``(4) include the coefficients of the Directive 
        Policy Rule that generate the current Policy Instrument 
        Target and a range of predicted future values for the 
        Policy Instrument Target if changes occur in any 
        Intermediate Policy Input;
          ``(5) describe the procedure for adjusting the supply 
        of bank reserves to achieve the Policy Instrument 
        Target;
          ``(6) include a statement as to whether the Directive 
        Policy Rule substantially conforms to the Reference 
        Policy Rule and, if applicable--
                  ``(A) an explanation of the extent to which 
                it departs from the Reference Policy Rule;
                  ``(B) a detailed justification for that 
                departure; and
                  ``(C) a description of the circumstances 
                under which the Directive Policy Rule may be 
                amended in the future;
          ``(7) include a certification that the Directive 
        Policy Rule is expected to support the economy in 
        achieving stable prices and maximum natural employment 
        over the long term;
          ``(8) include a calculation that describes with 
        mathematical precision the expected annual inflation 
        rate over a 5-year period; and
          ``(9) include a plan to use the most accurate data, 
        subject to all historical revisions, for inputs into 
        the Directive Policy Rule and the Reference Policy 
        Rule.
  ``(d) GAO Report.--The Comptroller General of the United 
States shall compare the Directive Policy Rule submitted under 
subsection (b) with the rule that was most recently submitted 
to determine whether the Directive Policy Rule has materially 
changed. If the Directive Policy Rule has materially changed, 
the Comptroller General shall, not later than 7 days after each 
meeting of the Federal Open Market Committee, prepare and 
submit a compliance report to the appropriate congressional 
committees specifying whether the Directive Policy Rule 
submitted after that meeting and the Federal Open Market 
Committee are in compliance with this section.
  ``(e) Changing Market Conditions.--
          ``(1) Rule of construction.--Nothing in this Act 
        shall be construed to require that the plans with 
        respect to the systematic quantitative adjustment of 
        the Policy Instrument Target described under subsection 
        (c)(2) be implemented if the Federal Open Market 
        Committee determines that such plans cannot or should 
        not be achieved due to changing market conditions.
          ``(2) GAO approval of update.--Upon determining that 
        plans described in paragraph (1) cannot or should not 
        be achieved, the Federal Open Market Committee shall 
        submit an explanation for that determination and an 
        updated version of the Directive Policy Rule to the 
        Comptroller General of the United States and the 
        appropriate congressional committees not later than 48 
        hours after making the determination. The Comptroller 
        General shall, not later than 48 hours after receiving 
        such updated version, prepare and submit to the 
        appropriate congressional committees a compliance 
        report determining whether such updated version and the 
        Federal Open Market Committee are in compliance with 
        this section.
  ``(f) Directive Policy Rule and Federal Open Market Committee 
Not in Compliance.--
          ``(1) In general.--If the Comptroller General of the 
        United States determines that the Directive Policy Rule 
        and the Federal Open Market Committee are not in 
        compliance with this section in the report submitted 
        pursuant to subsection (d), or that the updated version 
        of the Directive Policy Rule and the Federal Open 
        Market Committee are not in compliance with this 
        section in the report submitted pursuant to subsection 
        (e)(2), the Chairman of the Board of Governors of the 
        Federal Reserve System shall, if requested by the 
        chairman of either of the appropriate congressional 
        committees, not later than 7 legislative days after 
        such request, testify before such committee as to why 
        the Directive Policy Rule, the updated version, or the 
        Federal Open Market Committee is not in compliance.
          ``(2) GAO audit.--Notwithstanding subsection (b) of 
        section 714 of title 31, United States Code, upon 
        submitting a report of noncompliance pursuant to 
        subsection (d) or subsection (e)(2) and after the 
        period of 7 legislative days described in paragraph 
        (1), the Comptroller General shall audit the conduct of 
        monetary policy by the Board of Governors of the 
        Federal Reserve System and the Federal Open Market 
        Committee upon request of the appropriate congressional 
        committee. Such committee may specify the parameters of 
        such audit.
  ``(g) Congressional Hearings.--The Chairman of the Board of 
Governors of the Federal Reserve System shall, if requested by 
the chairman of either of the appropriate congressional 
committees and not later than 7 legislative days after such 
request, appear before such committee to explain any change to 
the Directive Policy Rule.''.

SEC. 1002. FEDERAL OPEN MARKET COMMITTEE BLACKOUT PERIOD.

  Section 12A of the Federal Reserve Act (12 U.S.C. 263) is 
amended by adding at the end the following new subsection:
  ``(d) Blackout Period.--
          ``(1) In general.--During a blackout period, the only 
        public communications that may be made by members and 
        staff of the Committee with respect to macroeconomic or 
        financial developments or about current or prospective 
        monetary policy issues are the following:
                  ``(A) The dissemination of published data, 
                surveys, and reports that have been cleared for 
                publication by the Board of Governors of the 
                Federal Reserve System.
                  ``(B) Answers to technical questions specific 
                to a data release.
                  ``(C) Communications with respect to the 
                prudential or supervisory functions of the 
                Board of Governors.
          ``(2) Blackout period defined.--For purposes of this 
        subsection, and with respect to a meeting of the 
        Committee described under subsection (a), the term 
        `blackout period' means the time period that--
                  ``(A) begins immediately after midnight on 
                the day that is one week prior to the date on 
                which such meeting takes place; and
                  ``(B) ends at midnight on the day after the 
                date on which such meeting takes place.
          ``(3) Exemption for chairman of the board of 
        governors.--Nothing in this section shall prohibit the 
        Chairman of the Board of Governors of the Federal 
        Reserve System from participating in or issuing public 
        communications.''.

SEC. 1003. PUBLIC TRANSCRIPTS OF FOMC MEETINGS.

  Section 12A of the Federal Reserve Act (12 U.S.C. 263), as 
amended by section 1002, is further amended by adding at the 
end the following:
  ``(e) Public Transcripts of Meetings.--The Committee shall--
          ``(1) record all meetings of the Committee; and
          ``(2) make the full transcript of such meetings 
        available to the public.''.

SEC. 1004. MEMBERSHIP OF FEDERAL OPEN MARKET COMMITTEE.

  Section 12A(a) of the Federal Reserve Act (12 U.S.C. 263(a)) 
is amended--
          (1) in the first sentence, by striking ``five'' and 
        inserting ``six'';
          (2) in the second sentence, by striking ``One by the 
        board of directors'' and all that follows through the 
        period at the end and inserting the following: ``One by 
        the boards of directors of the Federal Reserve Banks of 
        New York and Boston; one by the boards of directors of 
        the Federal Reserve Banks of Philadelphia and 
        Cleveland; one by the boards of directors of the 
        Federal Reserve Banks of Richmond and Atlanta; one by 
        the boards of directors of the Federal Reserve Banks of 
        Chicago and St. Louis; one by the boards of directors 
        of the Federal Reserve Banks of Minneapolis and Kansas 
        City; and one by the boards of directors of the Federal 
        Reserve Banks of Dallas and San Francisco.''; and
          (3) by inserting after the second sentence the 
        following: ``In odd numbered calendar years, one 
        representative shall be elected from each of the 
        Federal Reserve Banks of Boston, Philadelphia, 
        Richmond, Chicago, Minneapolis, and Dallas. In even-
        numbered calendar years, one representative shall be 
        elected from each of the Federal Reserve Banks of New 
        York, Cleveland, Atlanta, St. Louis, Kansas City, and 
        San Francisco.''.

SEC. 1005. FREQUENCY OF TESTIMONY OF THE CHAIRMAN OF THE BOARD OF 
                    GOVERNORS OF THE FEDERAL RESERVE SYSTEM TO 
                    CONGRESS.

  (a) In General.--Section 2B of the Federal Reserve Act (12 
U.S.C. 225b) is amended--
          (1) by striking ``semi-annual'' each place it appears 
        and inserting ``quarterly''; and
          (2) in subsection (a)(2)--
                  (A) by inserting ``and October 20'' after 
                ``July 20'' each place it appears; and
                  (B) by inserting ``and May 20'' after 
                ``February 20'' each place it appears.
  (b) Conforming Amendment.--Paragraph (12) of section 10 of 
the Federal Reserve Act (12 U.S.C. 247b(12)) is amended by 
striking ``semi-annual'' and inserting ``quarterly''.

SEC. 1006. VICE CHAIRMAN FOR SUPERVISION REPORT REQUIREMENT.

  Paragraph (12) of section 10 of the Federal Reserve Act (12 
U.S.C. 247(b)) is amended--
          (1) by redesignating such paragraph as paragraph 
        (11); and
          (2) in such paragraph, by adding at the end the 
        following: ``In each such appearance, the Vice Chairman 
        for Supervision shall provide written testimony that 
        includes the status of all pending and anticipated 
        rulemakings that are being made by the Board of 
        Governors of the Federal Reserve System. If, at the 
        time of any appearance described in this paragraph, the 
        position of Vice Chairman for Supervision is vacant, 
        the Vice Chairman for the Board of Governors of the 
        Federal Reserve System (who has the responsibility to 
        serve in the absence of the Chairman) shall appear 
        instead and provide the required written testimony. If, 
        at the time of any appearance described in this 
        paragraph, both Vice Chairman positions are vacant, the 
        Chairman of the Board of Governors of the Federal 
        Reserve System shall appear instead and provide the 
        required written testimony.''.

SEC. 1007. SALARIES, FINANCIAL DISCLOSURES, AND OFFICE STAFF OF THE 
                    BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM.

  (a) In General.--Section 11 of the Federal Reserve Act (12 
U.S.C. 248) is amended--
          (1) by redesignating the second subsection (s) 
        (relating to ``Assessments, Fees, and Other Charges for 
        Certain Companies'') as subsection (t); and
          (2) by inserting before subsection (w), as added by 
        section 371(a), the following new subsections:
  ``(u) Ethics Standards for Members and Employees.--
          ``(1) Prohibited and restricted financial interests 
        and transactions.--The members and employees of the 
        Board of Governors of the Federal Reserve System shall 
        be subject to the provisions under section 4401.102 of 
        title 5, Code of Federal Regulations, to the same 
        extent as such provisions apply to an employee of the 
        Securities and Exchange Commission.
          ``(2) Treatment of brokerage accounts and 
        availability of account statements.--The members and 
        employees of the Board of Governors of the Federal 
        Reserve System shall--
                  ``(A) disclose all brokerage accounts that 
                the member or employee maintains, as well as 
                any accounts in which the member or employee 
                controls trading or has a financial interest 
                (including managed accounts, trust accounts, 
                investment club accounts, and accounts of 
                spouses or minor children who live with the 
                member or employee); and
                  ``(B) with respect to any securities account 
                that the member or employee is required to 
                disclose to the Board of Governors, authorize 
                the brokers and dealers of such account to send 
                duplicate account statements directly to Board 
                of Governors.
          ``(3) Prohibitions related to outside employment and 
        activities.--The members and employees of the Board of 
        Governors of the Federal Reserve System shall be 
        subject to the prohibitions related to outside 
        employment and activities described under section 
        4401.103(c) of title 5, Code of Federal Regulations, to 
        the same extent as such prohibitions apply to an 
        employee of the Securities and Exchange Commission.
          ``(4) Additional ethics standards.--The members and 
        employees of the Board of Governors of the Federal 
        Reserve System shall be subject to--
                  ``(A) the employee responsibilities and 
                conduct regulations of the Office of Personnel 
                Management under part 735 of title 5, Code of 
                Federal Regulations;
                  ``(B) the canons of ethics contained in 
                subpart C of part 200 of title 17, Code of 
                Federal Regulations, to the same extent as such 
                subpart applies to the employees of the 
                Securities and Exchange Commission; and
                  ``(C) the regulations concerning the conduct 
                of members and employees and former members and 
                employees contained in subpart M of part 200 of 
                title 17, Code of Federal Regulations, to the 
                same extent as such subpart applies to the 
                employees of the Securities and Exchange 
                Commission.
  ``(v) Disclosure of Staff Salaries and Financial 
Information.--The Board of Governors of the Federal Reserve 
System shall make publicly available, on the website of the 
Board of Governors, a searchable database that contains the 
names of all members, officers, and employees of the Board of 
Governors who receive an annual salary in excess of the annual 
rate of basic pay for GS-15 of the General Schedule, and--
          ``(1) the yearly salary information for such 
        individuals, along with any nonsalary compensation 
        received by such individuals; and
          ``(2) any financial disclosures required to be made 
        by such individuals.''.
  (b) Office Staff for Each Member of the Board of Governors.--
Subsection (l) of section 11 of the Federal Reserve Act (12 
U.S.C. 248) is amended by adding at the end the following: 
``Each member of the Board of Governors of the Federal Reserve 
System may employ, at a minimum, 2 individuals, with such 
individuals selected by such member and the salaries of such 
individuals set by such member. A member may employ additional 
individuals as determined necessary by the Board of 
Governors.''.

SEC. 1008. AMENDMENTS TO POWERS OF THE BOARD OF GOVERNORS OF THE 
                    FEDERAL RESERVE SYSTEM.

  (a) In General.--Section 13(3) of the Federal Reserve Act (12 
U.S.C. 343(3)), as amended by section 111(b)(3), is further 
amended--
          (1) in subparagraph (A)--
                  (A) by inserting ``that pose a threat to the 
                financial stability of the United States'' 
                after ``unusual and exigent circumstances''; 
                and
                  (B) by inserting ``and by the affirmative 
                vote of not less than nine presidents of the 
                Federal reserve banks'' after ``five members'';
          (2) in subparagraph (B)--
                  (A) in clause (i), by inserting at the end 
                the following: ``Federal reserve banks may not 
                accept equity securities issued by the 
                recipient of any loan or other financial 
                assistance under this paragraph as collateral. 
                Not later than 6 months after the date of 
                enactment of this sentence, the Board shall, by 
                rule, establish--
                                  ``(I) a method for 
                                determining the sufficiency of 
                                the collateral required under 
                                this paragraph;
                                  ``(II) acceptable classes of 
                                collateral;
                                  ``(III) the amount of any 
                                discount on the value of the 
                                collateral that the Federal 
                                reserve banks will apply for 
                                purposes of calculating the 
                                sufficiency of collateral under 
                                this paragraph; and
                                  ``(IV) a method for obtaining 
                                independent appraisals of the 
                                value of collateral the Federal 
                                reserve banks receive.''; and
                  (B) in clause (ii)--
                          (i) by striking the second sentence; 
                        and
                          (ii) by inserting after the first 
                        sentence the following: ``A borrower 
                        shall not be eligible to borrow from 
                        any emergency lending program or 
                        facility unless the Board and all 
                        Federal banking regulators with 
                        jurisdiction over the borrower certify 
                        that, at the time the borrower 
                        initially borrows under the program or 
                        facility, the borrower is not 
                        insolvent.'';
          (3) by inserting ``financial institution'' before 
        ``participant'' each place such term appears;
          (4) in subparagraph (D)(i), by inserting ``financial 
        institution'' before ``participants''; and
          (5) by adding at the end the following new 
        subparagraphs:
                  ``(E) Penalty rate.--
                          ``(i) In general.--Not later than 6 
                        months after the date of enactment of 
                        this subparagraph, the Board shall, 
                        with respect to a recipient of any loan 
                        or other financial assistance under 
                        this paragraph, establish by rule a 
                        minimum interest rate on the principal 
                        amount of any loan or other financial 
                        assistance.
                          ``(ii) Minimum interest rate 
                        defined.--In this subparagraph, the 
                        term `minimum interest rate' shall mean 
                        the sum of--
                                  ``(I) the average of the 
                                secondary discount rate of all 
                                Federal Reserve banks over the 
                                most recent 90-day period; and
                                  ``(II) the average of the 
                                difference between a distressed 
                                corporate bond yield index (as 
                                defined by rule of the Board) 
                                and a bond yield index of debt 
                                issued by the United States (as 
                                defined by rule of the Board) 
                                over the most recent 90-day 
                                period.
                  ``(F) Financial institution participant 
                defined.--For purposes of this paragraph, the 
                term `financial institution participant'--
                          ``(i) means a company that is 
                        predominantly engaged in financial 
                        activities (as defined in section 
                        102(a) of the Dodd-Frank Wall Street 
                        Reform and Consumer Protection Act (12 
                        U.S.C. 5311(a))); and
                          ``(ii) does not include an agency 
                        described in subparagraph (W) of 
                        section 5312(a)(2) of title 31, United 
                        States Code, or an entity controlled or 
                        sponsored by such an agency.''.
  (b) Conforming Amendment.--Section 11(r)(2)(A) of the Federal 
Reserve Act (12 U.S.C. 248(r)(2)(A)) is amended--
          (1) in clause (ii)(IV), by striking ``; and'' and 
        inserting a semicolon;
          (2) in clause (iii), by striking the period at the 
        end and inserting ``; and''; and
          (3) by adding at the end the following new clause:
          ``(iv) the available members secure the affirmative 
        vote of not less than nine presidents of the Federal 
        reserve banks.''.

SEC. 1009. INTEREST RATES ON BALANCES MAINTAINED AT A FEDERAL RESERVE 
                    BANK BY DEPOSITORY INSTITUTIONS ESTABLISHED BY 
                    FEDERAL OPEN MARKET COMMITTEE.

  Subparagraph (A) of section 19(b)(12) of the Federal Reserve 
Act (12 U.S.C. 461(b)(12)(A)) is amended by inserting 
``established by the Federal Open Market Committee'' after 
``rate or rates''.

SEC. 1010. AUDIT REFORM AND TRANSPARENCY FOR THE BOARD OF GOVERNORS OF 
                    THE FEDERAL RESERVE SYSTEM.

  (a) In General.--Notwithstanding section 714 of title 31, 
United States Code, or any other provision of law, the 
Comptroller General of the United States shall annually 
complete an audit of the Board of Governors of the Federal 
Reserve System and the Federal reserve banks under subsection 
(b) of such section 714 within 12 months after the date of the 
enactment of this Act.
  (b) Report.--
          (1) In general.--Not later than 90 days after each 
        audit required pursuant to subsection (a) is completed, 
        the Comptroller General--
                  (A) shall submit to Congress a report on such 
                audit; and
                  (B) shall make such report available to the 
                Speaker of the House, the majority and minority 
                leaders of the House of Representatives, the 
                majority and minority leaders of the Senate, 
                the Chairman and Ranking Member of the 
                committee and each subcommittee of jurisdiction 
                in the House of Representatives and the Senate, 
                and any other Member of Congress who requests 
                the report.
          (2) Contents.--The report under paragraph (1) shall 
        include a detailed description of the findings and 
        conclusion of the Comptroller General with respect to 
        the audit that is the subject of the report, together 
        with such recommendations for legislative or 
        administrative action as the Comptroller General may 
        determine to be appropriate.
  (c) Repeal of Certain Limitations.--Subsection (b) of section 
714 of title 31, United States Code, is amended by striking the 
second sentence.
  (d) Technical and Conforming Amendments.--
          (1) In general.--Section 714 of title 31, United 
        States Code, is amended--
                  (A) in subsection (d)(3), by striking ``or 
                (f)'' each place such term appears;
                  (B) in subsection (e), by striking ``the 
                third undesignated paragraph of section 13'' 
                and inserting ``section 13(3)''; and
                  (C) by striking subsection (f).
          (2) Federal reserve act.--Subsection (s) (relating to 
        ``Federal Reserve Transparency and Release of 
        Information'') of section 11 of the Federal Reserve Act 
        (12 U.S.C. 248) is amended--
                  (A) in paragraph (4)(A), by striking ``has 
                the same meaning as in section 714(f)(1)(A) of 
                title 31, United States Code'' and inserting 
                ``means a program or facility, including any 
                special purpose vehicle or other entity 
                established by or on behalf of the Board of 
                Governors of the Federal Reserve System or a 
                Federal reserve bank, authorized by the Board 
                of Governors under section 13(3), that is not 
                subject to audit under section 714(e) of title 
                31, United States Code'';
                  (B) in paragraph (6), by striking ``or in 
                section 714(f)(3)(C) of title 31, United States 
                Code, the information described in paragraph 
                (1) and information concerning the transactions 
                described in section 714(f) of such title,'' 
                and inserting ``the information described in 
                paragraph (1)''; and
                  (C) in paragraph (7), by striking ``and 
                section 13(3)(C), section 714(f)(3)(C) of title 
                31, United States Code, and'' and inserting ``, 
                section 13(3)(C), and''.

SEC. 1011. ESTABLISHMENT OF A CENTENNIAL MONETARY COMMISSION.

  (a) Findings.--Congress finds the following:
          (1) The Constitution endows Congress with the power 
        ``to coin money, regulate the value thereof''.
          (2) Following the financial crisis known as the Panic 
        of 1907, Congress established the National Monetary 
        Commission to provide recommendations for the reform of 
        the financial and monetary systems of the United 
        States.
          (3) Incorporating several of the recommendations of 
        the National Monetary Commission, Congress created the 
        Federal Reserve System in 1913. As currently organized, 
        the Federal Reserve System consists of the Board of 
        Governors in Washington, District of Columbia, and the 
        Federal reserve banks organized into 12 districts 
        around the United States. The stockholders of the 12 
        Federal reserve banks include national and certain 
        State-chartered commercial banks, which operate on a 
        fractional reserve basis.
          (4) Originally, Congress gave the Federal Reserve 
        System a monetary mandate to provide an elastic 
        currency, within the context of a gold standard, in 
        response to seasonal fluctuations in the demand for 
        currency.
          (5) Congress also gave the Federal Reserve System a 
        financial stability mandate to serve as the lender of 
        last resort to solvent but illiquid banks during a 
        financial crisis.
          (6) In 1977, Congress changed the monetary mandate of 
        the Federal Reserve System to a dual mandate for 
        maximum employment and stable prices.
          (7) Empirical studies and historical evidence, both 
        within the United States and in other countries, 
        demonstrate that price stability is desirable because 
        both inflation and deflation damage the economy.
          (8) The economic challenge of recent years--most 
        notably the bursting of the housing bubble, the 
        financial crisis of 2008, and the ensuing anemic 
        recovery--have occurred at great cost in terms of lost 
        jobs and output.
          (9) Policymakers are reexamining the structure and 
        functioning of financial institutions and markets to 
        determine what, if any, changes need to be made to 
        place the financial system on a stronger, more 
        sustainable path going forward.
          (10) The Federal Reserve System has taken 
        extraordinary actions in response to the recent 
        economic challenges.
          (11) The Federal Open Market Committee has engaged in 
        multiple rounds of quantitative easing, providing 
        unprecedented liquidity to financial markets, while 
        committing to holding short-term interest rates low for 
        a seemingly indefinite period, and pursuing a policy of 
        credit allocation by purchasing Federal agency debt and 
        mortgage-backed securities.
          (12) In the wake of the recent extraordinary actions 
        of the Federal Reserve System, Congress--consistent 
        with its constitutional responsibilities and as it has 
        done periodically throughout the history of the United 
        States--has once again renewed its examination of 
        monetary policy.
          (13) Central in such examination has been a renewed 
        look at what is the most proper mandate for the Federal 
        Reserve System to conduct monetary policy in the 21st 
        century.
  (b) Establishment of a Centennial Monetary Commission.--There 
is established a commission to be known as the ``Centennial 
Monetary Commission'' (in this section referred to as the 
``Commission'').
  (c) Study and Report on Monetary Policy.--
          (1) Study.--The Commission shall--
                  (A) examine how United States monetary policy 
                since the creation of the Board of Governors of 
                the Federal Reserve System in 1913 has affected 
                the performance of the United States economy in 
                terms of output, employment, prices, and 
                financial stability over time;
                  (B) evaluate various operational regimes 
                under which the Board of Governors of the 
                Federal Reserve System and the Federal Open 
                Market Committee may conduct monetary policy in 
                terms achieving the maximum sustainable level 
                of output and employment and price stability 
                over the long term, including--
                          (i) discretion in determining 
                        monetary policy without an operational 
                        regime;
                          (ii) price level targeting;
                          (iii) inflation rate targeting;
                          (iv) nominal gross domestic product 
                        targeting (both level and growth rate);
                          (v) the use of monetary policy rules; 
                        and
                          (vi) the gold standard;
                  (C) evaluate the use of macro-prudential 
                supervision and regulation as a tool of 
                monetary policy in terms of achieving the 
                maximum sustainable level of output and 
                employment and price stability over the long 
                term;
                  (D) evaluate the use of the lender-of-last-
                resort function of the Board of Governors of 
                the Federal Reserve System as a tool of 
                monetary policy in terms of achieving the 
                maximum sustainable level of output and 
                employment and price stability over the long 
                term;
                  (E) recommend a course for United States 
                monetary policy going forward, including--
                          (i) the legislative mandate;
                          (ii) the operational regime;
                          (iii) the securities used in open-
                        market operations; and
                          (iv) transparency issues; and
                  (F) consider the effects of the GDP output 
                and employment targets of the ``dual mandate'' 
                (both from the creation of the dual mandate in 
                1977 until the present time and estimates of 
                the future effect of the dual mandate ) on--
                          (i) United States economic activity;
                          (ii) actions of the Board of 
                        Governors of the Federal Reserve 
                        System; and
                          (iii) Federal debt.
          (2) Report.--Not later than 1 year after the date of 
        the enactment of this section, the Commission shall 
        submit to Congress and make publicly available a report 
        containing a statement of the findings and conclusions 
        of the Commission in carrying out the study under 
        paragraph (1), together with the recommendations the 
        Commission considers appropriate. In making such 
        report, the Commission shall specifically report on the 
        considerations required under paragraph (1)(F).
  (d) Membership.--
          (1) Number and appointment.--
                  (A) Appointed voting members.--The Commission 
                shall contain 12 voting members as follows:
                          (i) Six members appointed by the 
                        Speaker of the House of 
                        Representatives, with four members from 
                        the majority party and two members from 
                        the minority party.
                          (ii) Six members appointed by the 
                        President Pro Tempore of the Senate, 
                        with four members from the majority 
                        party and two members from the minority 
                        party.
                  (B) Chairman.--The Speaker of the House of 
                Representatives and the majority leader of the 
                Senate shall jointly designate one of the 
                members of the Commission as Chairman.
                  (C) Non-voting members.--The Commission shall 
                contain 2 non-voting members as follows:
                          (i) One member appointed by the 
                        Secretary of the Treasury.
                          (ii) One member who is the president 
                        of a district Federal reserve bank 
                        appointed by the Chair of the Board of 
                        Governors of the Federal Reserve 
                        System.
          (2) Period of appointment.--Each member shall be 
        appointed for the life of the Commission.
          (3) Timing of appointment.--All members of the 
        Commission shall be appointed not later than 30 days 
        after the date of the enactment of this section.
          (4) Vacancies.--A vacancy in the Commission shall not 
        affect its powers, and shall be filled in the manner in 
        which the original appointment was made.
          (5) Meetings.--
                  (A) Initial meeting.--The Commission shall 
                hold its initial meeting and begin the 
                operations of the Commission as soon as is 
                practicable.
                  (B) Further meetings.--The Commission shall 
                meet upon the call of the Chair or a majority 
                of its members.
          (6) Quorum.--Seven voting members of the Commission 
        shall constitute a quorum but a lesser number may hold 
        hearings.
          (7) Member of congress defined.--In this subsection, 
        the term ``Member of Congress'' means a Senator or a 
        Representative in, or Delegate or Resident Commissioner 
        to, the Congress.
  (e) Powers.--
          (1) Hearings and sessions.--The Commission or, on the 
        authority of the Commission, any subcommittee or member 
        thereof, may, for the purpose of carrying out this 
        section, hold hearings, sit and act at times and 
        places, take testimony, receive evidence, or administer 
        oaths as the Commission or such subcommittee or member 
        thereof considers appropriate.
          (2) Contract authority.--To the extent or in the 
        amounts provided in advance in appropriation Acts, the 
        Commission may contract with and compensate government 
        and private agencies or persons to enable the 
        Commission to discharge its duties under this section, 
        without regard to section 3709 of the Revised Statutes 
        (41 U.S.C. 5).
          (3) Obtaining official data.--
                  (A) In general.--The Commission is authorized 
                to secure directly from any executive 
                department, bureau, agency, board, commission, 
                office, independent establishment, or 
                instrumentality of the Government, any 
                information, including suggestions, estimates, 
                or statistics, for the purposes of this 
                section.
                  (B) Requesting official data.--The head of 
                such department, bureau, agency, board, 
                commission, office, independent establishment, 
                or instrumentality of the government shall, to 
                the extent authorized by law, furnish such 
                information upon request made by--
                          (i) the Chair;
                          (ii) the Chair of any subcommittee 
                        created by a majority of the 
                        Commission; or
                          (iii) any member of the Commission 
                        designated by a majority of the 
                        commission to request such information.
          (4) Assistance from federal agencies.--
                  (A) General services administration.--The 
                Administrator of General Services shall provide 
                to the Commission on a reimbursable basis 
                administrative support and other services for 
                the performance of the functions of the 
                Commission.
                  (B) Other departments and agencies.--In 
                addition to the assistance prescribed in 
                subparagraph (A), at the request of the 
                Commission, departments and agencies of the 
                United States shall provide such services, 
                funds, facilities, staff, and other support 
                services as may be authorized by law.
          (5) Postal service.--The Commission may use the 
        United States mails in the same manner and under the 
        same conditions as other departments and agencies of 
        the United States.
  (f) Commission Personnel.--
          (1) Appointment and compensation of staff.--
                  (A) In general.--Subject to rules prescribed 
                by the Commission, the Chair may appoint and 
                fix the pay of the executive director and other 
                personnel as the Chair considers appropriate.
                  (B) Applicability of civil service laws.--The 
                staff of the Commission may be appointed 
                without regard to the provisions of title 5, 
                United States Code, governing appointments in 
                the competitive service, and may be paid 
                without regard to the provisions of chapter 51 
                and subchapter III of chapter 53 of that title 
                relating to classification and General Schedule 
                pay rates, except that an individual so 
                appointed may not receive pay in excess of 
                level V of the Executive Schedule.
          (2) Consultants.--The Commission may procure 
        temporary and intermittent services under section 
        3109(b) of title 5, United States Code, but at rates 
        for individuals not to exceed the daily equivalent of 
        the rate of pay for a person occupying a position at 
        level IV of the Executive Schedule.
          (3) Staff of federal agencies.--Upon request of the 
        Commission, the head of any Federal department or 
        agency may detail, on a reimbursable basis, any of the 
        personnel of such department or agency to the 
        Commission to assist it in carrying out its duties 
        under this section.
  (g) Termination of Commission.--
          (1) In general.--The Commission shall terminate 6 
        months after the date on which the report is submitted 
        under subsection (c)(2).
          (2) Administrative activities before termination.--
        The Commission may use the period between the 
        submission of its report and its termination for the 
        purpose of concluding its activities, including 
        providing testimony to the committee of Congress 
        concerning its report.
  (h) Authorization of Appropriations.--There is authorized to 
be appropriated to carry out this section $1,000,000, which 
shall remain available until the date on which the Commission 
terminates.

   TITLE XI--IMPROVING INSURANCE COORDINATION THROUGH AN INDEPENDENT 
                                ADVOCATE

SEC. 1101. REPEAL OF THE FEDERAL INSURANCE OFFICE; CREATION OF THE 
                    OFFICE OF THE INDEPENDENT INSURANCE ADVOCATE.

  (a) Establishment.--Section 313 of title 31, United States 
Code, is amended to read as follows (and conforming the table 
of contents for chapter 3 of such title accordingly):

``Sec. 313. Office of the Independent Insurance Advocate

  ``(a) Establishment.--There is established in the Department 
of the Treasury a bureau to be known as the Office of the 
Independent Insurance Advocate (in this section referred to as 
the `Office').
  ``(b) Independent Insurance Advocate.--
          ``(1) Establishment of position.--The chief officer 
        of the Office of the Independent Insurance Advocate 
        shall be known as the Independent Insurance Advocate. 
        The Independent Insurance Advocate shall perform the 
        duties of such office under the general direction of 
        the Secretary of the Treasury.
          ``(2) Appointment.--The Independent Insurance 
        Advocate shall be appointed by the President, by and 
        with the advice and consent of the Senate, from among 
        persons having insurance expertise.
          ``(3) Term.--
                  ``(A) In general.--The Independent Insurance 
                Advocate shall serve a term of 6 years, unless 
                sooner removed by the President upon reasons 
                which shall be communicated to the Senate.
                  ``(B) Service after expiration.--If a 
                successor is not nominated and confirmed by the 
                end of the term of service of the Independent 
                Insurance Advocate, the person serving as 
                Independent Insurance Advocate shall continue 
                to serve until such time a successor is 
                appointed and confirmed.
                  ``(C) Vacancy.--An Independent Insurance 
                Advocate who is appointed to serve the 
                remainder of a predecessor's uncompleted term 
                shall be eligible thereafter to be appointed to 
                a full 6 year term.
                  ``(D) Acting official on financial stability 
                oversight council.--In the event of a vacancy 
                in the office of the Independent Insurance 
                Advocate, and pending the appointment and 
                confirmation of a successor, or during the 
                absence or disability of the Independent 
                Insurance Advocate, the Independent Member 
                shall appoint a federal official appointed by 
                the President and confirmed by the Senate from 
                a member agency of the Financial Stability 
                Oversight Council, not otherwise serving on the 
                Council, who shall serve as a member of the 
                Council and act in the place of the Independent 
                Insurance Advocate until such vacancy, absence, 
                or disability concludes.
          ``(4) Employment.--The Independent Insurance Advocate 
        shall be an employee of the Federal Government within 
        the definition of employee under section 2105 of title 
        5, United States Code.
  ``(c) Independence; Oversight.--
          ``(1) Independence.--The Secretary of the Treasury 
        may not delay or prevent the issuance of any rule or 
        the promulgation of any regulation by the Independent 
        Insurance Advocate, and may not intervene in any matter 
        or proceeding before the Independent Insurance 
        Advocate, unless otherwise specifically provided by 
        law.
          ``(2) Oversight by inspector general.--The Office of 
        the Independent Insurance Advocate shall be an office 
        in the establishment of the Department of the Treasury 
        for purposes of the Inspector General Act of 1978 (5 
        U.S.C. App.).
  ``(d) Retention of Existing State Regulatory Authority.--
Nothing in this section or section 314 shall be construed to 
establish or provide the Office or the Department of the 
Treasury with general supervisory or regulatory authority over 
the business of insurance.
  ``(e) Budget.--
          ``(1) Annual transmittal.--For each fiscal year, the 
        Independent Insurance Advocate shall transmit a budget 
        estimate and request to the Secretary of the Treasury, 
        which shall specify the aggregate amount of funds 
        requested for such fiscal year for the operations of 
        the Office of the Independent Insurance Advocate.
          ``(2) Inclusions.--In transmitting the proposed 
        budget to the President for approval, the Secretary of 
        the Treasury shall include--
                  ``(A) an aggregate request for the 
                Independent Insurance Advocate; and
                  ``(B) any comments of the Independent 
                Insurance Advocate with respect to the 
                proposal.
          ``(3) President's budget.--The President shall 
        include in each budget of the United States Government 
        submitted to the Congress--
                  ``(A) a separate statement of the budget 
                estimate prepared in accordance with paragraph 
                (1);
                  ``(B) the amount requested by the President 
                for the Independent Insurance Advocate; and
                  ``(C) any comments of the Independent 
                Insurance Advocate with respect to the proposal 
                if the Independent Insurance Advocate concludes 
                that the budget submitted by the President 
                would substantially inhibit the Independent 
                Insurance Advocate from performing the duties 
                of the office.
  ``(f) Assistance.--The Secretary of the Treasury shall 
provide the Independent Insurance Advocate such services, 
funds, facilities and other support services as the Independent 
Insurance Advocate may request and as the Secretary may 
approve.
  ``(g) Personnel.--
          ``(1) Employees.--The Independent Insurance Advocate 
        may fix the number of, and appoint and direct, the 
        employees of the Office, in accordance with the 
        applicable provisions of title 5, United States Code. 
        The Independent Insurance Advocate is authorized to 
        employ attorneys, analysts, economists, and other 
        employees as may be deemed necessary to assist the 
        Independent Insurance Advocate to carry out the duties 
        and functions of the Office. Unless otherwise provided 
        expressly by law, any individual appointed under this 
        paragraph shall be an employee as defined in section 
        2105 of title 5, United States Code, and subject to the 
        provisions of such title and other laws generally 
        applicable to the employees of the Executive Branch.
          ``(2) Compensation.--Employees of the Office shall be 
        paid in accordance with the provisions of chapter 51 
        and subchapter III of chapter 53 of title 5, United 
        States Code, relating to classification and General 
        Schedule pay rates.
          ``(3) Procurement of temporary and intermittent 
        services.--The Independent Insurance Advocate may 
        procure temporary and intermittent services under 
        section 3109(b) of title 5, United States Code, at 
        rates for individuals which do not exceed the daily 
        equivalent of the annual rate of basic pay prescribed 
        for Level V of the Executive Schedule under section 
        5316 of such title.
          ``(4) Details.--Any employee of the Federal 
        Government may be detailed to the Office with or 
        without reimbursement, and such detail shall be without 
        interruption or loss of civil service status or 
        privilege. An employee of the Federal Government 
        detailed to the Office shall report to and be subject 
        to oversight by the Independent Insurance Advocate 
        during the assignment to the office, and may be 
        compensated by the branch, department, or agency from 
        which the employee was detailed.
          ``(5) Intergovernmental personnel.--The Independent 
        Insurance Advocate may enter into agreements under 
        subchapter VI of chapter 33 of title 5, United States 
        Code, with State and local governments, institutions of 
        higher education, Indian tribal governments, and other 
        eligible organizations for the assignment of 
        intermittent, part-time, and full-time personnel, on a 
        reimbursable or non-reimbursable basis.
  ``(h) Ethics.--
          ``(1) Designated ethics official.--The Legal Counsel 
        of the Financial Stability Oversight Council, or in the 
        absence of a Legal Counsel of the Council, the 
        designated ethics official of any Council member 
        agency, as chosen by the Independent Insurance 
        Advocate, shall be the ethics official for the 
        Independent Insurance Advocate.
          ``(2) Restriction on representation.--In addition to 
        any restriction under section 205(c) of title18, United 
        States Code, except as provided in subsections (d) 
        through (i) of section 205 of such title, the 
        Independent Insurance Advocate (except in the proper 
        discharge of official duties) shall not, with or 
        without compensation, represent anyone to or before any 
        officer or employee of--
                  ``(A) the Financial Stability Oversight 
                Council on any matter; or
                  ``(B) the Department of Justice with respect 
                to litigation involving a matter described in 
                subparagraph (A).
          ``(3) Compensation for services provided by 
        another.--For purposes of section 203 of title 18, 
        United States Code, and if a special government 
        employee--
                  ``(A) the Independent Insurance Advocate 
                shall not be subject to the restrictions of 
                subsection (a)(1) of section 203,of title 18, 
                United States Code, for sharing in compensation 
                earned by another for representations on 
                matters covered by such section; and
                  ``(B) a person shall not be subject to the 
                restrictions of subsection (a)(2) of such 
                section for sharing such compensation with the 
                Independent Insurance Advocate.
  ``(i) Advisory, Technical, and Professional Committees.--The 
Independent Insurance Advocate may appoint such special 
advisory, technical, or professional committees as may be 
useful in carrying out the functions of the Office and the 
members of such committees may be staff of the Office, or other 
persons, or both.
  ``(j) Mission and Functions.--
          ``(1) Mission.--In carrying out the functions under 
        this subsection, the mission of the Office shall be to 
        act as an independent advocate on behalf of the 
        interests of United States policyholders on prudential 
        aspects of insurance matters of importance, and to 
        provide perspective on protecting their interests, 
        separate and apart from any other Federal agency or 
        State insurance regulator.
          ``(2) Office.--The Office shall have the authority--
                  ``(A) to coordinate Federal efforts on 
                prudential aspects of international insurance 
                matters, including representing the United 
                States, as appropriate, in the International 
                Association of Insurance Supervisors (or a 
                successor entity) and assisting the Secretary 
                in negotiating covered agreements (as such term 
                is defined in subsection (q)) in coordination 
                with States (including State insurance 
                commissioners) and the United States Trade 
                Representative;
                  ``(B) to consult with the States (including 
                State insurance regulators) regarding insurance 
                matters of national importance and prudential 
                insurance matters of international importance;
                  ``(C) to assist the Secretary in 
                administering the Terrorism Insurance Program 
                established in the Department of the Treasury 
                under the Terrorism Risk Insurance Act of 2002 
                (15 U.S.C. 6701 note);
                  ``(D) to observe all aspects of the insurance 
                industry, including identifying issues or gaps 
                in the regulation of insurers that could 
                contribute to a systemic crisis in the 
                insurance industry or the United States 
                financial system; and
                  ``(E) to make determinations and exercise the 
                authority under subsection (m) with respect to 
                covered agreements and State insurance 
                measures.
          ``(3) Membership on financial stability oversight 
        council.--
                  ``(A) In general.--The Independent Insurance 
                Advocate shall serve, pursuant to section 
                111(b)(1)(J) of the Financial Stability Act of 
                2010 (12 U.S.C. 5321(b)(1)(J)), as a member on 
                the Financial Stability Oversight Council.
                  ``(B) Authority.--To assist the Financial 
                Stability Oversight Council with its 
                responsibilities to monitor international 
                insurance developments, advise the Congress, 
                and make recommendations, the Independent 
                Insurance Advocate shall have the authority--
                          ``(i) to regularly consult with 
                        international insurance supervisors and 
                        international financial stability 
                        counterparts;
                          ``(ii) to consult with the Board of 
                        Governors of the Federal Reserve System 
                        and the States with respect to 
                        representing the United States, as 
                        appropriate, in the International 
                        Association of Insurance Supervisors 
                        (including to become a non-voting 
                        member thereof), particularly on 
                        matters of systemic risk;
                          ``(iii) to participate at the 
                        Financial Stability Board of The Group 
                        of Twenty and to join with other 
                        members from the United States 
                        including on matters related to 
                        insurance; and
                          ``(iv) to participate with the United 
                        States delegation to the Organization 
                        for Economic Cooperation and 
                        Development and observe and participate 
                        at the Insurance and Private Pensions 
                        Committee.
          ``(4) Limitations on participation in supervisory 
        colleges.--The Office may not engage in any activities 
        that it is not specifically authorized to engage in 
        under this section or any other provision of law, 
        including participation in any supervisory college or 
        other meetings or fora for cooperation and 
        communication between the involved insurance 
        supervisors established for the fundamental purpose of 
        facilitating the effectiveness of supervision of 
        entities which belong to an insurance group.
  ``(k) Scope.--The authority of the Office as specified and 
limited in this section shall extend to all lines of insurance 
except--
          ``(1) health insurance, as determined by the 
        Secretary in coordination with the Secretary of Health 
        and Human Services based on section 2791 of the Public 
        Health Service Act (42 U.S.C. 300gg-91);
          ``(2) long-term care insurance, except long-term care 
        insurance that is included with life or annuity 
        insurance components, as determined by the Secretary in 
        coordination with the Secretary of Health and Human 
        Services, and in the case of long-term care insurance 
        that is included with such components, the Secretary 
        shall coordinate with the Secretary of Health and Human 
        Services in performing the functions of the Office; and
          ``(3) crop insurance, as established by the Federal 
        Crop Insurance Act (7 U.S.C. 1501 et seq.).
  ``(l) Access to Information.--In carrying out the functions 
required under subsection (j), the Office may coordinate with 
any relevant Federal agency and any State insurance regulator 
(or other relevant Federal or State regulatory agency, if any, 
in the case of an affiliate of an insurer) and any publicly 
available sources for the provision to the Office of publicly 
available information. Notwithstanding any other provision of 
law, each such relevant Federal agency and State insurance 
regulator or other Federal or State regulatory agency is 
authorized to provide to the Office such data or information.
  ``(m) Preemption Pursuant to Covered Agreements.--
          ``(1) Standards.--A State insurance measure shall be 
        preempted pursuant to this section or section 314 if, 
        and only to the extent that the Independent Insurance 
        Advocate determines, in accordance with this 
        subsection, that the measure--
                  ``(A) results in less favorable treatment of 
                a non-United States insurer domiciled in a 
                foreign jurisdiction that is subject to a 
                covered agreement than a United States insurer 
                domiciled, licensed, or otherwise admitted in 
                that State; and
                  ``(B) is inconsistent with a covered 
                agreement.
          ``(2) Determination.--
                  ``(A) Notice of potential inconsistency.--
                Before making any determination under paragraph 
                (1), the Independent Insurance Advocate shall--
                          ``(i) notify and consult with the 
                        appropriate State regarding any 
                        potential inconsistency or preemption;
                          ``(ii) notify and consult with the 
                        United States Trade Representative 
                        regarding any potential inconsistency 
                        or preemption;
                          ``(iii) cause to be published in the 
                        Federal Register notice of the issue 
                        regarding the potential inconsistency 
                        or preemption, including a description 
                        of each State insurance measure at 
                        issue and any applicable covered 
                        agreement;
                          ``(iv) provide interested parties a 
                        reasonable opportunity to submit 
                        written comments to the Office; and
                          ``(v) consider any comments received.
                  ``(B) Scope of review.--For purposes of this 
                subsection, any determination of the 
                Independent Insurance Advocate regarding State 
                insurance measures, and any preemption under 
                paragraph (1) as a result of such 
                determination, shall be limited to the subject 
                matter contained within the covered agreement 
                involved and shall achieve a level of 
                protection for insurance or reinsurance 
                consumers that is substantially equivalent to 
                the level of protection achieved under State 
                insurance or reinsurance regulation.
                  ``(C) Notice of determination of 
                inconsistency.--Upon making any determination 
                under paragraph (1), the Director shall--
                          ``(i) notify the appropriate State of 
                        the determination and the extent of the 
                        inconsistency;
                          ``(ii) establish a reasonable period 
                        of time, which shall not be less than 
                        30 days, before the determination shall 
                        become effective; and
                          ``(iii) notify the Committees on 
                        Financial Services and Ways and Means 
                        of the House of Representatives and the 
                        Committees on Banking, Housing, and 
                        Urban Affairs and Finance of the 
                        Senate.
          ``(3) Notice of effectiveness.--Upon the conclusion 
        of the period referred to in paragraph (2)(C)(ii), if 
        the basis for such determination still exists, the 
        determination shall become effective and the 
        Independent Insurance Advocate shall--
                  ``(A) cause to be published a notice in the 
                Federal Register that the preemption has become 
                effective, as well as the effective date; and
                  ``(B) notify the appropriate State.
          ``(4) Limitation.--No State may enforce a State 
        insurance measure to the extent that such measure has 
        been preempted under this subsection.
          ``(5) Applicability of administrative procedures 
        act.--Determinations of inconsistency made pursuant to 
        paragraph (2) shall be subject to the applicable 
        provisions of subchapter II of chapter 5 of title 5, 
        United States Code (relating to administrative 
        procedure), and chapter 7 of such title (relating to 
        judicial review), except that in any action for 
        judicial review of a determination of inconsistency, 
        the court shall determine the matter de novo.
  ``(n) Consultation.--The Independent Insurance Advocate shall 
consult with State insurance regulators, individually or 
collectively, to the extent the Independent Insurance Advocate 
determines appropriate, in carrying out the functions of the 
Office.
  ``(o) Notices and Requests for Comment.--In addition to the 
other functions and duties specified in this section, the 
Independent Insurance Advocate may prescribe such notices and 
requests for comment in the Federal Register as are deemed 
necessary related to and governing the manner in which the 
duties and authorities of the Independent Insurance Advocate 
are carried out;
  ``(p) Savings Provisions.--Nothing in this section shall--
          ``(1) preempt--
                  ``(A) any State insurance measure that 
                governs any insurer's rates, premiums, 
                underwriting, or sales practices;
                  ``(B) any State coverage requirements for 
                insurance;
                  ``(C) the application of the antitrust laws 
                of any State to the business of insurance; or
                  ``(D) any State insurance measure governing 
                the capital or solvency of an insurer, except 
                to the extent that such State insurance measure 
                results in less favorable treatment of a non-
                United State insurer than a United States 
                insurer; or
          ``(2) affect the preemption of any State insurance 
        measure otherwise inconsistent with and preempted by 
        Federal law.
  ``(q) Retention of Authority of Federal Financial Regulatory 
Agencies.--Nothing in this section or section 314 shall be 
construed to limit the authority of any Federal financial 
regulatory agency, including the authority to develop and 
coordinate policy, negotiate, and enter into agreements with 
foreign governments, authorities, regulators, and multinational 
regulatory committees and to preempt State measures to affect 
uniformity with international regulatory agreements.
  ``(r) Retention of Authority of United States Trade 
Representative.--Nothing in this section or section 314 shall 
be construed to affect the authority of the Office of the 
United States Trade Representative pursuant to section 141 of 
the Trade Act of 1974 (19 U.S.C. 2171) or any other provision 
of law, including authority over the development and 
coordination of United States international trade policy and 
the administration of the United States trade agreements 
program.
  ``(s) Congressional Testimony.--The Independent Insurance 
Advocate shall appear before the Committee on Financial 
Services of the House of Representatives and the Committee on 
Banking, Housing, and Urban Affairs at semi-annual hearings and 
shall provide testimony, which shall include submitting written 
testimony in advance of such appearances to such committees and 
to the Committee on Ways and Means of the House of 
Representatives and the Committee on Finance of the Senate, on 
the following matters:
          ``(1) Office activities.--The efforts, activities, 
        objectives, and plans of the Office.
          ``(2) Section 313(l) actions.--Any actions taken by 
        the Office pursuant to subsection (l) (regarding 
        preemption pursuant to covered agreements).
          ``(3) Insurance industry.--The state of, and 
        developments in, the insurance industry.
          ``(4) U.S. and global insurance and reinsurance 
        markets.--The breadth and scope of the global insurance 
        and reinsurance markets and the critical role such 
        markets plays in supporting insurance in the United 
        States and the ongoing impacts of part II of the 
        Nonadmitted and Reinsurance Reform Act of 2010 on the 
        ability of State regulators to access reinsurance 
        information for regulated companies in their 
        jurisdictions.
          ``(5) Other.--Any other matters as deemed relevant by 
        the Independent Insurance Advocate or requested by such 
        Committees.
  ``(t) Report Upon End of Term of Office.--Not later than two 
months prior to the expiration of the term of office, or 
discontinuation of service, of each individual serving as the 
Independent Insurance Advocate, the Independent Insurance 
Advocate shall submit a report to the Committees on Financial 
Services and Ways and Means of the House of Representatives and 
the Committees on Banking, Housing, and Urban Affairs and 
Finance of the Senate setting forth recommendations regarding 
the Financial Stability Oversight Council and the role, duties, 
and functions of the Independent Insurance Advocate.
  ``(u) Definitions.--In this section and section 314, the 
following definitions shall apply:
          ``(1) Affiliate.--The term `affiliate' means, with 
        respect to an insurer, any person who controls, is 
        controlled by, or is under common control with the 
        insurer.
          ``(2) Covered agreement.--The term `covered 
        agreement' means a written bilateral or multilateral 
        agreement regarding prudential measures with respect to 
        the business of insurance or reinsurance that--
                  ``(A) is entered into between the United 
                States and one or more foreign governments, 
                authorities, or regulatory entities; and
                  ``(B) relates to the recognition of 
                prudential measures with respect to the 
                business of insurance or reinsurance that 
                achieves a level of protection for insurance or 
                reinsurance consumers that is substantially 
                equivalent to the level of protection achieved 
                under State insurance or reinsurance 
                regulation.
          ``(3) Insurer.--The term `insurer' means any person 
        engaged in the business of insurance, including 
        reinsurance.
          ``(4) Federal financial regulatory agency.--The term 
        `Federal financial regulatory agency' means the 
        Department of the Treasury, the Board of Governors of 
        the Federal Reserve System, the Office of the 
        Comptroller of the Currency, the Office of Thrift 
        Supervision, the Securities and Exchange Commission, 
        the Commodity Futures Trading Commission, the Federal 
        Deposit Insurance Corporation, the Federal Housing 
        Finance Agency, or the National Credit Union 
        Administration.
          ``(5) Financial stability oversight council.--The 
        term `Financial Stability Oversight Council ' means the 
        Financial Stability Oversight Council established under 
        section 111(a) of the Dodd-Frank Wall Street Reform and 
        Consumer Protection Act (12 U.S.C. 5321(a)).
          ``(6) Member agency.--The term `member agency' has 
        the meaning given such term in section 111(a) of the 
        Dodd-Frank Wall Street Reform and Consumer Protection 
        Act (12 U.S.C. 5321(a)).
          ``(7) Non-united states insurer.--The term `non-
        United States insurer' means an insurer that is 
        organized under the laws of a jurisdiction other than a 
        State, but does not include any United States branch of 
        such an insurer.
          ``(8) Office.--The term `Office' means the Office of 
        the Independent Insurance Advocate established by this 
        section.
          ``(9) State insurance measure.--The term `State 
        insurance measure' means any State law, regulation, 
        administrative ruling, bulletin, guideline, or practice 
        relating to or affecting prudential measures applicable 
        to insurance or reinsurance.
          ``(10) State insurance regulator.--The term `State 
        insurance regulator' means any State regulatory 
        authority responsible for the supervision of insurers.
          ``(11) Substantially equivalent to the level of 
        protection achieved.--The term `substantially 
        equivalent to the level of protection achieved' means 
        the prudential measures of a foreign government, 
        authority, or regulatory entity achieve a similar 
        outcome in consumer protection as the outcome achieved 
        under State insurance or reinsurance regulation.
          ``(12) United states insurer.--The term `United 
        States insurer' means--
                  ``(A) an insurer that is organized under the 
                laws of a State; or
                  ``(B) a United States branch of a non-United 
                States insurer.''.
  (b) Pay at Level III of Executive Schedule.--Section 5314 of 
title 5, United States Code, is amended by adding at the end 
the following new item:
          ``Independent Insurance Advocate, Department of the 
        Treasury.''.
  (c) Independence.--Section 111 of Public Law 93-495 (12 
U.S.C. 250) is amended--
          (1) by inserting ``the Independent Insurance Advocate 
        of the Department of the Treasury,'' after ``Federal 
        Housing Finance Agency,''; and
          (2) by inserting ``or official'' before ``submitting 
        them''.
  (d) Transfer of Employees.--All employees of the Department 
of Treasury who are performing staff functions for the 
independent member of the Financial Stability Oversight Council 
under section 111(b)(2)(J) of the Dodd-Frank Wall Street Reform 
and Consumer Protection Act (12 U.S.C. 5321(b)(2)(J)) on a 
full-time equivalent basis as of the date of enactment of this 
Act shall be eligible for transfer to the Office of the 
Independent Insurance Advocate established pursuant to the 
amendment made by subsection (a) of this section for 
appointment as an employee and shall be transferred at the 
joint discretion of the Independent Insurance Advocate and the 
eligible employee. Any employee eligible for transfer that is 
not appointed within 360 days from the date of enactment of 
this Act shall be eligible for detail under section 313(f)(4) 
of title 31, United States Code.
  (e) Temporary Service; Transition.--Notwithstanding the 
amendment made by subsection (a) of this section, during the 
period beginning on the date of the enactment of this Act and 
ending on the date on which the Independent Insurance Advocate 
is appointed and confirmed pursuant to section 313(b)(2) of 
title 31, United States Code, as amended by such amendment, the 
person serving, on such date of enactment, as the independent 
member of the Financial Stability Oversight Council pursuant to 
section 111(b)(1)(J) of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act (12 U.S.C. 5321(b)(1)(J)) shall act for 
all purposes as, and with the full powers of, the Independent 
Insurance Advocate.
  (f) Comparability in Compensation Schedules.--Subsection (a) 
of section 1206 of the Financial Institutions Reform, Recovery, 
and Enforcement Act of 1989 (12 U.S.C. 1833b(a)), as amended by 
section 711(c)(11)(D), is further amended by inserting ``the 
Office of the Independent Insurance Advocate of the Department 
of the Treasury,'' before ``and the Farm Credit 
Administration,''.
  (g) Senior Executives.--Subparagraph (D) of section 
3132(a)(1) of title 5, United States Code, is amended by 
inserting ``the Office of the Independent Insurance Advocate of 
the Department of the Treasury,'' after ``Finance Agency,''.

SEC. 1102. TREATMENT OF COVERED AGREEMENTS.

  Subsection (c) of section 314 of title 31, United States Code 
is amended--
          (1) by redesignating paragraphs (1) and (2) as 
        paragraphs (2) and (3), respectively; and
          (2) by inserting before paragraph (2), as so 
        redesignated, the following new paragraph:
          ``(1) the Secretary of the Treasury and the United 
        States Trade Representative have caused to be published 
        in the Federal Register, and made available for public 
        comment for a period of not fewer than 30 days and not 
        greater than 90 days (which period may run concurrently 
        with the 90-day period for the covered agreement 
        referred to in paragraph (3)), the proposed text of the 
        covered agreement;''.

                    TITLE XII--TECHNICAL CORRECTIONS

SEC. 1201. TABLE OF CONTENTS; DEFINITIONAL CORRECTIONS.

  (a) Table of Contents.--The table of contents for the Dodd-
Frank Wall Street Reform and Consumer Protection Act (Public 
Law 111-203; 124 Stat. 1376) is amended by striking the items 
relating to sections 407 through 414 and inserting the 
following:


``Sec. 407. Exemption of and reporting by venture capital fund advisers.
``Sec. 408. Exemption of and reporting by certain private fund advisers.
``Sec. 409. Family offices.
``Sec. 410. State and Federal responsibilities; asset threshold for 
          Federal registration of investment advisers.
``Sec. 411. Custody of client assets.
``Sec. 414. Rule of construction relating to the Commodity Exchange Act.
``Sec. 418. Qualified client standard.
``Sec. 419. Transition period.''.

  (b) Definitions.--Section 2 of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act (12 U.S.C. 5301) is 
amended--
          (1) in paragraph (1)--
                  (A) by striking ``section 3'' and inserting 
                ``section 3(w)''; and
                  (B) by striking ``(12 U.S.C. 1813)'' and 
                inserting ``(12 U.S.C. 1813(w))'';
          (2) in paragraph (6), by striking ``1 et seq.'' and 
        inserting ``1a''; and
          (3) in paragraph (18)(A)--
                  (A) by striking ```bank holding company',''; 
                and
                  (B) by inserting ```includes','' before 
                ```including',''.

SEC. 1202. ANTITRUST SAVINGS CLAUSE CORRECTIONS.

  Section 6 of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (12 U.S.C. 5303) is amended, in the second 
sentence--
          (1) by inserting ``(15 U.S.C. 12(a))'' after 
        ``Clayton Act''; and
          (2) by striking ``Act, to'' and inserting ``Act (15 
        U.S.C. 45) to''.

SEC. 1203. TITLE I CORRECTIONS.

  Title I of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (12 U.S.C. 5311 et seq.) is amended--
          (1) in section 102(a)(6) (12 U.S.C. 5311(a)(6)), by 
        inserting ``(12 U.S.C. 1843(k))'' after ``of 1956'' 
        each place that term appears;
          (2) in section 111(c)(3) (12 U.S.C. 5321(c)(3)), by 
        striking ``that agency or department head'' and 
        inserting ``the head of that member agency or 
        department'';
          (3) in section 112 (12 U.S.C. 5322)--
                  (A) in subsection (a)(2)--
                          (i) in subparagraph (C) (as 
                        redesignated by section 151)--
                                  (I) by striking ``to 
                                monitor'' and inserting 
                                ``monitor''; and
                                  (II) by striking ``to 
                                advise'' and inserting 
                                ``advise'';
                          (ii) in subparagraph (H) (as 
                        redesignated by section 151), by 
                        striking ``may''; and
                  (B) in subsection (d)(5), by striking 
                ``subsection and subtitle B'' each place such 
                term appears and inserting ``subtitle''; and
          (4) in section 171(b)(4)(D) (12 U.S.C. 
        5371(b)(4)(D)), by adding a period at the end.

SEC. 1204. TITLE III CORRECTIONS.

  (a) In General.--Title III of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act (12 U.S.C. 5401 et seq.) is 
amended--
          (1) in section 327(b)(5) (12 U.S.C. 5437(b)(5)), by 
        striking ``in'' and inserting ``into'';
          (2) in section 333(b)(2) (124 Stat. 1539), by 
        inserting ``the second place that term appears'' before 
        ``and inserting''; and
          (3) in section 369(5) (124 Stat. 1559)--
                  (A) in subparagraph (D)(i)--
                          (i) in subclause (III), by 
                        redesignating items (aa), (bb), and 
                        (cc) as subitems (AA), (BB), and (CC), 
                        respectively, and adjusting the margins 
                        accordingly;
                          (ii) in subclause (IV), by 
                        redesignating items (aa) and (bb) as 
                        subitems (AA) and (BB), respectively, 
                        and adjusting the margins accordingly;
                          (iii) in subclause (V), by 
                        redesignating items (aa), (bb), and 
                        (cc) as subitems (AA), (BB), and (CC), 
                        respectively, and adjusting the margins 
                        accordingly; and
                          (iv) by redesignating subclauses 
                        (III), (IV), and (V) as items (bb), 
                        (cc), and (dd), respectively, and 
                        adjusting the margins accordingly;
                  (B) in subparagraph (F)--
                          (i) in clause (ii), by adding ``and'' 
                        at the end;
                          (ii) in clause (iii), by striking 
                        ``and'' at the end and inserting a 
                        semicolon; and
                          (iii) by striking clause (iv); and
                  (C) in subparagraph (G)(i), by inserting 
                ``each place such term appears'' before ``and 
                inserting''.
  (b) Effective Dates.--
          (1) Section 333.--The amendment made by subsection 
        (a)(2) of this section shall take effect as though 
        enacted as part of subtitle C of title III of the Dodd-
        Frank Wall Street Reform and Consumer Protection Act 
        (124 Stat. 1538).
          (2) Section 369.--The amendments made by subsection 
        (a)(3) of this section shall take effect as though 
        enacted as part of subtitle E of title III of the Dodd-
        Frank Wall Street Reform and Consumer Protection Act 
        (124 Stat. 1546).

SEC. 1205. TITLE IV CORRECTION.

  Section 414 of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (124 Stat. 1578) is amended in the section 
heading by striking ``COMMODITIES'' and inserting 
``COMMODITY''.

SEC. 1206. TITLE VI CORRECTIONS.

  (a) In General.--Section 610 of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act (124 Stat. 1596) is 
amended--
          (1) by striking subsection (b); and
          (2) by redesignating subsection (c) as subsection 
        (b).
  (b) Effective Date.--The amendments made by subsection (a) of 
this section shall take effect as though enacted as part of 
section 610 of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (124 Stat. 1611).

SEC. 1207. TITLE VII CORRECTIONS.

  (a) In General.--Title VII of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act (15 U.S.C. 8301 et seq.) is 
amended--
          (1) in section 719(c)(1)(B) (15 U.S.C. 
        8307(c)(1)(B)), by adding a period at the end;
          (2) in section 723(a)(1)(B) (124 Stat. 1675), by 
        inserting ``, as added by section 107 of the Commodity 
        Futures Modernization Act of 2000 (Appendix E of Public 
        Law 106-554; 114 Stat. 2763A-382),'' after ``subsection 
        (i)'';
          (3) in section 724(a), by striking ``adding at the 
        end'' and inserting ``inserting after subsection (e)'';
          (4) in section 734(b)(1) (124 Stat. 1718), by 
        striking ``is amended'' and all that follows through 
        ``(B) in'' and inserting ``is amended in'';
          (5) in section 741(b)(10) (124 Stat. 1732), by 
        striking ``1a(19)(A)(iv)(II)'' each place it appears 
        and inserting ``1a(18)(A)(iv)(II)''; and
          (6) in section 749 (124 Stat. 1746)--
                  (A) in subsection (a)(2), by striking 
                ``adding at the end'' and inserting ``inserting 
                after subsection (f)''; and
                  (B) in subsection (h)(1)(B), by inserting 
                ``the second place that term appears'' before 
                the semicolon.
  (b) Effective Date.--The amendments made by paragraphs (3), 
(4), (5), and (6) of subsection (a) of this section shall take 
effect as though enacted as part of part II of subtitle A of 
title VII of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (124 Stat. 1658).

SEC. 1208. TITLE IX CORRECTIONS.

  Section 939(h)(1) of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act (124 Stat. 1887) is amended--
          (1) in the matter preceding subparagraph (A), by 
        inserting ``The'' before ``Commission''; and
          (2) by striking ``feasability'' and inserting 
        ``feasibility''.

SEC. 1209. TITLE X CORRECTIONS.

  (a) In General.--Title X of the Dodd-Frank Wall Street Reform 
and Consumer Protection Act (12 U.S.C. 5481 et seq.) is 
amended--
          (1) in section 1002(12)(G) (12 U.S.C. 5481(12)(G)), 
        by striking ``Home Owners'' and inserting 
        ``Homeowners'';
          (2) in section 1013(a)(1)(C) (12 U.S.C. 
        5493(a)(1)(C)), by striking ``section 11(1) of the 
        Federal Reserve Act (12 U.S.C. 248(1))'' and inserting 
        ``subsection (l) of section 11 of the Federal Reserve 
        Act (12 U.S.C. 248(l)'';
          (3) in section 1017(a)(2) (as so redesignated by 
        section 712) (12 U.S.C. 5497(a)(5))--
                  (A) in subparagraph (A), in the last sentence 
                by striking ``716(c) of title 31, United States 
                Code'' and inserting ``716 of title 31, United 
                States Code''; and
                  (B) in subparagraph (C), by striking 
                ``section 3709 of the Revised Statutes of the 
                United States (41 U.S.C. 5)'' and inserting 
                ``section 6101 of title 41, United States 
                Code'';
          (4) in section 1027(d)(1)(B) (12 U.S.C. 
        5517(d)(1)(B)), by inserting a comma after ``(A)'';
          (5) in section 1029(d) (12 U.S.C. 5519(d)), by 
        striking the period after ``Commission Act'';
          (6) in section 1061(b)(7) (12 U.S.C. 5581(b)(7))--
                  (A) by striking ``Secretary of the Department 
                of Housing and Urban Development'' each place 
                that term appears and inserting ``Department of 
                Housing and Urban Development''; and
                  (B) in subparagraph (A), by striking ``(12 
                U.S.C. 5102 et seq.)'' and inserting ``(12 
                U.S.C. 5101 et seq.)'';
          (7) in section 1063 (12 U.S.C. 5583)--
                  (A) in subsection (f)(1)(B), by striking 
                ``that''; and
                  (B) in subsection (g)(1)(A)--
                          (i) by striking ``(12 U.S.C. 5102 et 
                        seq.)'' and inserting ``(12 U.S.C. 5101 
                        et seq.)''; and
                          (ii) by striking ``seq)'' and 
                        inserting ``seq.)'';
          (8) in section 1064(i)(1)(A)(iii) (12 U.S.C. 
        5584(i)(1)(A)(iii)), by inserting a period before ``If 
        an'';
          (9) in section 1073(c)(2) (12 U.S.C. 5601(c)(2))--
                  (A) in the paragraph heading, by inserting 
                ``and education'' after ``financial literacy''; 
                and
                  (B) by striking ``its duties'' and inserting 
                ``their duties'';
          (10) in section 1076(b)(1) (12 U.S.C. 5602(b)(1)), by 
        inserting before the period at the end the following: 
        ``, the Agency may, after notice and opportunity for 
        comment, prescribe regulations'';
          (11) in section 1077(b)(4)(F) (124 Stat. 2076), by 
        striking ``associates'' and inserting ``associate's'';
          (12) in section 1084(1) (124 Stat. 2081), by 
        inserting a comma after ``2009)'';
          (13) in section 1089 (124 Stat. 2092)--
                  (A) in paragraph (3)--
                          (i) in subparagraph (A), by striking 
                        ``and'' at the end; and
                          (ii) in subparagraph (B)(vi), by 
                        striking the period at the end and 
                        inserting ``; and''; and
                  (B) by redesignating paragraph (4) as 
                subparagraph (C) and adjusting the margins 
                accordingly; and
          (14) in section 1098(6) (124 Stat. 2104), by 
        inserting ``the first place that term appears'' before 
        ``and''.
  (b) Effective Date.--The amendments made by paragraphs (11), 
(12), (13), (14), and (15) of subsection (a) shall take effect 
as though enacted as part of subtitle H of title X of the Dodd-
Frank Wall Street Reform and Consumer Protection Act (124 Stat. 
2080).

SEC. 1210. TITLE XII CORRECTION.

  Title XII of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (124 Stat. 2129) is amended, in section 1208(b) 
(12 U.S.C. 5626(b)), by inserting ``, as defined in section 
103(10) of the Riegle Community Development and Regulatory 
Improvement Act of 1994 (12 U.S.C. 4702(10)),'' after 
``appropriated to the Fund''.

SEC. 1211. TITLE XIV CORRECTION.

  Title XIV of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (124 Stat. 2136) is amended, in section 1451(c) 
(12 U.S.C. 1701x-1(c)), by striking ``pursuant''.

SEC. 1212. TECHNICAL CORRECTIONS TO OTHER STATUTES.

  (a) Alternative Mortgage Transaction Parity Act of 1982.--The 
Alternative Mortgage Transaction Parity Act of 1982 (12 U.S.C. 
3801 et seq.) is amended--
          (1) in section 802(a)(3) (12 U.S.C. 3801(a)(3)), by 
        striking ``the Director of the Office of Thrift 
        Supervision'' and inserting ``the Consumer Law 
        Enforcement Agency'';
          (2) in section 804 (12 U.S.C. 3803)--
                  (A) in subsection (a), by striking ``the 
                Director of the Office of Thrift Supervision'' 
                each place such term appears and inserting 
                ``the Comptroller of the Currency''; and
                  (B) in subsection (d)(1), by striking the 
                comma after ``Administration''.
  (b) Bank Holding Company Act Amendments of 1970.--Section 
106(b)(1) of the Bank Holding Company Act Amendments of 1970 
(12 U.S.C. 1972(1)) is amended, in the undesignated matter at 
the end, by striking ``Federal Deposit Insurance Company'' and 
inserting ``Federal Deposit Insurance Corporation''.
  (c) Balanced Budget and Emergency Deficit Control Act.--
Section 255(g)(1)(A) of the Balanced Budget and Emergency 
Deficit Control Act of 1985 (2 U.S.C. 905(g)(1)(A)) is amended 
by striking ``Office of Thrift Supervision (20-4108-0-3-
373).''.
  (d) Bretton Woods Agreements Act.--Section 68(a)(1) of the 
Bretton Woods Agreements Act (22 U.S.C. 286tt(a)(1)) is amended 
by striking ``Fund ,'' and inserting ``Fund,''.
  (e) CAN-SPAM Act of 2003.--Section 7(b)(1)(D) of the CAN-SPAM 
Act of 2003 (15 U.S.C. 7706(b)(1)(D)) is amended by striking 
``Director of the Office of Thrift Supervision'' and inserting 
``Comptroller of the Currency or the Board of Directors of 
Federal Deposit Insurance Corporation, as applicable''.
  (f) Children's Online Privacy Protection Act of 1998.--
Section 1306(b)(2) of the Children's Online Privacy Protection 
Act of 1998 (15 U.S.C. 6505(b)(2)) is amended by striking 
``Director of the Office of Thrift Supervision'' and inserting 
``Comptroller of the Currency or the Board of Directors of 
Federal Deposit Insurance Corporation, as applicable''.
  (g) Community Reinvestment Act of 1977.--The Community 
Reinvestment Act of 1977 (12 U.S.C. 2901 et seq.) is amended--
          (1) in section 803(1)(C) (12 U.S.C. 2902(1)(C)), by 
        striking the period at the end and inserting a 
        semicolon; and
          (2) in section 806 (12 U.S.C. 2905), by striking 
        ``companies,,'' and inserting ``companies,''.
  (h) Credit Repair Organizations Act.--Section 403(4) of the 
Credit Repair Organizations Act (15 U.S.C. 1679a(4)) is amended 
by striking ``103(e)'' and inserting ``103(f)''.
  (i) Depository Institution Management Interlocks Act.--
Section 205(9) of the Depository Institution Management 
Interlocks Act (12 U.S.C. 3204(9)) is amended by striking 
``Director of the Office of Thrift Supervision'' and inserting 
``appropriate Federal banking agency''.
  (j) Economic Growth and Regulatory Paperwork Reduction Act of 
1996.--Section 2227(a)(1) of the Economic Growth and Regulatory 
Paperwork Reduction Act of 1996 (12 U.S.C. 252(a)(1)) is 
amended by striking ``the Director of the Office of Thrift 
Supervision,''.
  (k) Electronic Fund Transfer Act.--The Electronic Fund 
Transfer Act (15 U.S.C. 1693 et seq.) is amended--
          (1) in section 903 (15 U.S.C. 1693a)--
                  (A) in paragraph (2), by striking ``103(i)'' 
                and inserting ``103(j)''; and
                  (B) by redesignating the first paragraph 
                designated as paragraph (4) (defining the term 
                ``Board''), as paragraph (3);
          (2) in section 904(a) (15 U.S.C. 1693b(a))--
                  (A) by redesignating the second paragraph 
                designated as paragraph (1) (relating to 
                consultation with other agencies), the second 
                paragraph designated as paragraph (2) (relating 
                to the preparation of an analysis of economic 
                impact), paragraph (3), and paragraph (4), as 
                subparagraphs (A), (B), (C), and (D), 
                respectively, and adjusting the margins 
                accordingly;
                  (B) by striking ``In prescribing such 
                regulations, the Board shall:'' and inserting 
                the following:
          ``(3) Regulations.--In prescribing regulations under 
        this subsection, the Agency and the Board shall--'';
                  (C) in paragraph (3)(C), as so redesignated, 
                by striking ``the Board shall''; and
                  (D) in paragraph (3)(D), as so redesignated--
                          (i) by inserting ``send promptly'' 
                        before ``any''; and
                          (ii) by striking ``shall be sent 
                        promptly to Congress by the Board'' and 
                        inserting ``to Congress'';
          (3) in section 909(c) (15 U.S.C. 1693g(c)), by 
        striking ``103(e)'' and inserting ``103(f)'';
          (4) in section 918(a)(4) (15 U.S.C. 1693o(a)(4), by 
        striking ``Act and'' and inserting ``Act; and'';
          (5) by redesignating the section added by section 
        1073(4) of the Dodd-Frank Wall Street Reform and 
        Consumer Protection Act (relating to remittance 
        transfers) (15 U.S.C. 1693o-1) as section 920 of the 
        Electronic Fund Transfer Act;
          (6) by redesignating the section headed ``Reasonable 
        fees and rules for payment card transaction'' (15 
        U.S.C. 1693o-2) as section 921 of the Electronic Fund 
        Transfer Act;
          (7) by redesignating the section headed ``Relation to 
        State laws'' (15 U.S.C. 1693q) as section 922 of the 
        Electronic Fund Transfer Act;
          (8) by redesignating the section headed ``Exemption 
        for State regulation'' (15 U.S.C. 1693r) as section 923 
        of the Electronic Fund Transfer Act; and
          (9) by redesignating the section headed ``Effective 
        date'' (15 U.S.C. 1693 note) as section 924 of the 
        Electronic Fund Transfer Act.
  (l) Emergency Economic Stabilization Act of 2008.--Section 
101(b) of the Emergency Economic Stabilization Act of 2008 (12 
U.S.C. 5211(b)) is amended by striking ``the Director of the 
Office of Thrift Supervision,''.
  (m) Equal Credit Opportunity Act.--The Equal Credit 
Opportunity Act (15 U.S.C. 1691 et seq.) is amended--
          (1) in section 703 (15 U.S.C. 1691b)--
                  (A) in each of subsections (c) and (d), by 
                striking ``paragraph'' each place that term 
                appears and inserting ``subsection''; and
                  (B) in subsection (g), by adding a period at 
                the end;
          (2) in section 704 (15 U.S.C. 1691c)--
                  (A) in subsection (a)--
                          (i) by striking ``Consumer Protection 
                        Financial Protection Act of 2010 with'' 
                        and inserting ``Consumer Financial 
                        Protection Act of 2010, compliance 
                        with'';
                          (ii) in paragraph (1)--
                                  (I) by striking ``section 8'' 
                                and inserting ``Section 8''; 
                                and
                                  (II) in subparagraph (C), by 
                                striking ``banks;'' and 
                                inserting ``banks.'';
                          (iii) in each of paragraphs (6) and 
                        (7), by striking the semicolon at the 
                        end and inserting a period; and
                          (iv) in paragraph (8), by striking 
                        ``; and'' and inserting a period; and
                  (B) in subsection (c), in the second 
                sentence, by striking ``subchapter'' and 
                inserting ``title''; and
          (3) in section 706(k) (15 U.S.C. 1691e(k)), by 
        striking ``, (2), or (3)'' and inserting ``or (2)''.
  (n) Expedited Funds Availability Act.--The Expedited Funds 
Availability Act (12 U.S.C. 4001 et seq.) is amended--
          (1) in section 605(f)(2)(A) (12 U.S.C. 
        4004(f)(2)(A)), by striking ``,,'' and inserting a 
        semicolon; and
          (2) in section 610(a)(2) (12 U.S.C. 4009(a)(2)), by 
        striking ``Director of the Office of Thrift 
        Supervision'' and inserting ``Comptroller of the 
        Currency and the Board of Directors of the Federal 
        Deposit Insurance Corporation, as appropriate,''.
  (o) Fair Credit Reporting Act.--The Fair Credit Reporting Act 
(15 U.S.C. 1681 et seq.) is amended--
          (1) in section 603 (15 U.S.C. 1681a)--
                  (A) in subsection (d)(2)(D), by striking 
                ``(x)'' and inserting ``(y)'';
                  (B) in subsection (q)(5), by striking 
                ``103(i)'' and inserting ``103(j)''; and
                  (C) in subsection (v), by striking ``Bureau'' 
                and inserting ``Federal Trade Commission'';
          (2) in section 604 (15 U.S.C. 1681b)--
                  (A) in subsection (b)--
                          (i) in paragraph (2)(B)(i), by 
                        striking ``section 615(a)(3)'' and 
                        inserting ``section 615(a)(4)'';
                          (ii) in paragraph (3)(B)(ii), by 
                        striking ``clause (B)(i)(IV)'' and 
                        inserting ``clause (i)(IV)'';
                          (iii) in paragraph (4)(A)(ii), by 
                        inserting ``and'' after the semicolon; 
                        and
                          (iv) by striking ``section 
                        609(c)(3)'' each place that term 
                        appears and inserting ``section 
                        609(c)''; and
                  (B) in subsection (g)(5), by striking 
                ``paragraph (2).--'' and all that follows 
                through ``The Bureau'' and inserting 
                ``paragraph (2).--The Agency'';
          (3) in section 605 (15 U.S.C. 1681c)--
                  (A) in subsection (f), by striking ``who'' 
                and inserting ``which''; and
                  (B) in subsection (h)(2)(A)--
                          (i) by striking ``shall,,'' and 
                        inserting ``shall,''; and
                          (ii) by striking ``Commission,,'' and 
                        inserting ``Commission,'';
          (4) in paragraphs (1)(A), (1)(B)(i), (2)(A)(i), and 
        (2)(B) of section 605A(h) (15 U.S.C. 1681c-1(h))--
                  (A) by striking ``103(i)'' each place that 
                term appears and inserting ``103(j)'' ; and
                  (B) by striking ``open-end'' each place that 
                term appears and inserting ``open end'';
          (5) in section 607(e)(3)(A) (15 U.S.C. 
        1681e(e)(3)(A)), by striking ``section 
        604(b)(4)(E)(i)'' and inserting ``section 
        604(b)(4)(D)(i)'';
          (6) in section 609 (15 U.S.C. 1681g)--
                  (A) in subsection (a)(3)(C)(i), by striking 
                ``section 604(b)(4)(E)(i)'' and inserting 
                ``section 604(b)(4)(D)(i)'';
                  (B) in subsection (c)(1)--
                          (i) in the paragraph heading, by 
                        striking ``Commission'' and inserting 
                        ``Bureau''; and
                          (ii) in subparagraph (B)(vi), by 
                        striking ``603(w)'' and inserting 
                        ``603(x)'';
                  (C) in subsection (e)(2)(B)(ii)(II), by 
                striking ``an''; and
                  (D) by striking ``The Commission'' each place 
                that term appears and inserting ``The Bureau'';
          (7) in section 610 (15 U.S.C. 1681h)--
                  (A) in subsection (b)(1), by inserting 
                ``section'' after ``under''; and
                  (B) in subsection (e), by inserting a comma 
                after ``on the report'';
          (8) in section 611 (15 U.S.C. 1681i), by striking 
        ``The Commission'' each place that term appears and 
        inserting ``The Agency'';
          (9) in section 612 (15 U.S.C. 1681j)--
                  (A) in subsection (a)(1)--
                          (i) by striking ``(w)'' and inserting 
                        ``(x)''; and
                          (ii) in subparagraph (C), by striking 
                        ``603(w)'' each place that term appears 
                        and inserting ``603(x)'';
                  (B) in subsection (g), by striking 
                ``televison'' and inserting ``television''; and
                  (C) by striking ``The Commission'' each place 
                that term appears and inserting ``The Bureau'';
          (10) in section 621 (15 U.S.C. 1681s)--
                  (A) in subsection (a)(1), in the first 
                sentence, by striking ``, subsection (b)'';
                  (B) in subsection (e)(2), by inserting a 
                period after ``provisions of this title''; and
                  (C) in subsection (f)(2), by striking ``The 
                Commission'' and inserting ``The Agency'' and
          (11) in section 623(a)(5) (15 U.S.C. 1681s-2(a)(5)), 
        by striking ``of accounts.--(A) in general.--A person'' 
        and inserting ``of accounts.--
                  ``(A) In general.--A person''.
  (p) Federal Credit Union Act.--Section 206(g)(7)(D)(iv) of 
the Federal Credit Union Act (12 U.S.C. 1786(g)(7)(D)(iv)) is 
amended by striking the semicolon at the end and inserting a 
period.
  (q) Federal Deposit Insurance Act.--The Federal Deposit 
Insurance Act (12 U.S.C. 1811 et seq.) is amended--
          (1) in section 3(q)(2)(C) (12 U.S.C. 1813(q)(2)(C)), 
        by adding ``and'' at the end;
          (2) in section 7 (12 U.S.C. 1817)--
                  (A) in subsection (b)(2)--
                          (i) in subparagraph (A), by striking 
                        ``(D)'' and inserting ``(C)''; and
                          (ii) by redesignating subparagraphs 
                        (D) and (E) as subparagraphs (C) and 
                        (D), respectively; and
                  (B) in subsection (e)(2)(C), by adding a 
                period at the end;
          (3) in section 8 (12 U.S.C. 1818)--
                  (A) in subsection (b)(3), by striking 
                ``Act))'' and inserting ``Act)''; and
                  (B) in subsection (t)(2)(C), by striking 
                ``depositors or'' and inserting ``depositors; 
                or'';
          (4) in section 11 (12 U.S.C. 1821)--
                  (A) in subsection (d)(2)(I)(ii), by striking 
                ``and section 21A(b)(4)''; and
                  (B) in subsection (m), in each of paragraphs 
                (16) and (18), by striking the comma after 
                ``Comptroller of the Currency'' each place it 
                appears; and
          (5) in section 26(a) (12 U.S.C. 1831c(a)), by 
        striking ``Holding Company Act'' each place that term 
        appears and inserting ``Holding Company Act of 1956''.
  (r) Federal Fire Prevention and Control Act of 1974.--Section 
31(a)(5)(B) of the Federal Fire Prevention and Control Act of 
1974 (15 U.S.C. 2227(a)(5)(B)) is amended by striking ``the 
Federal Deposit Insurance Corporation'' and all that follows 
through the period and inserting ``or the Federal Deposit 
Insurance Corporation under the affordable housing program 
under section 40 of the Federal Deposit Insurance Act.''.
  (s) Federal Home Loan Bank Act.--The Federal Home Loan Bank 
Act (12 U.S.C. 1421 et seq.) is amended--
          (1) in section 10(h)(1) (12 U.S.C. 1430(h)(1)), by 
        striking ``Director of the Office of Thrift 
        Supervision'' and inserting ``Comptroller of the 
        Currency or the Board of Directors of the Federal 
        Deposit Insurance Corporation, as applicable''; and
          (2) in section 22(a) (12 U.S.C. 1442(a))--
                  (A) in the matter preceding paragraph (1), by 
                striking ``Comptroller of the Currency'' and 
                all that follows through ``Supervision'' and 
                inserting ``Comptroller of the Currency, the 
                Chairman of the Board of Governors of the 
                Federal Reserve System, the Chairperson of the 
                Federal Deposit Insurance Corporation, and the 
                Chairman of the National Credit Union 
                Administration''; and
                  (B) in the undesignated matter following 
                paragraph (2), by striking ``Comptroller of the 
                Currency'' and all that follows through 
                ``Supervision'' and inserting ``Comptroller of 
                the Currency, the Chairman of the Board of 
                Governors of the Federal Reserve System, and 
                the Chairman of the National Credit Union 
                Administration''.
  (t) Federal Reserve Act.--Paragraph (8)(B) of section 11(s) 
of the Federal Reserve Act (headed ``Federal Reserve 
Transparency and Release of Information'') (12 U.S.C. 248) is 
amended by striking ``this section'' and inserting ``this 
subsection''.
  (u) Financial Institutions Reform, Recovery, and Enforcement 
Act of 1989.--The Financial Institutions Reform, Recovery, and 
Enforcement Act of 1989 (Public Law 101-73; 103 Stat. 183) is 
amended in section 1121(6) (12 U.S.C. 3350(6)), by striking 
``the Office of Thrift Supervision,''.
  (v) Gramm-Leach-Bliley Act.--The Gramm-Leach-Bliley Act 
(Public Law 106-102; 113 Stat. 1338) is amended--
          (1) in section 132(a) (12 U.S.C. 1828b(a)), by 
        striking ``the Director of the Office of Thrift 
        Supervision,'';
          (2) in section 206(a) (15 U.S.C. 78c note), by 
        striking ``Except as provided in subsection (e), for'' 
        and inserting ``For'';
          (3) in section 502(e)(5) (15 U.S.C. 6802(e)(5)), by 
        striking ``a Federal'' and inserting ``, a Federal'';
          (4) in section 504(a)(2) (15 U.S.C. 6804(a)(2)), by 
        striking ``and, as appropriate, and with'' and 
        inserting ``and, as appropriate, with'';
          (5) in section 509(2) (15 U.S.C. 6809(2))--
                  (A) by striking subparagraph (D); and
                  (B) by redesignating subparagraphs (E) and 
                (F) as subparagraphs (D) and (E), respectively; 
                and
          (6) in section 522(b)(1)(A)(iv) (15 U.S.C. 
        6822(b)(1)(A)(iv)), by striking ``Director of the 
        Office of Thrift Supervision'' and inserting 
        ``Comptroller of the Currency and the Board of 
        Directors of the Federal Deposit Insurance Corporation, 
        as appropriate''.
  (w) Helping Families Save Their Homes Act of 2009.--Section 
104 of the Helping Families Save Their Homes Act of 2009 (12 
U.S.C. 1715z-25) is amended--
          (1) in subsection (a)--
                  (A) in the matter preceding paragraph (1)--
                          (i) by striking ``and the Director of 
                        the Office of Thrift Supervision, shall 
                        jointly'' and inserting ``shall'';
                          (ii) by striking ``Senate,'' and 
                        inserting ``Senate and'';
                          (iii) by striking ``and the Office of 
                        Thrift Supervision''; and
                          (iv) by striking ``each such'' and 
                        inserting ``such''; and
                  (B) in paragraph (1), by striking ``and the 
                Office of Thrift Supervision''; and
          (2) in subsection (b)(1)--
                  (A) in subparagraph (A)--
                          (i) in the first sentence--
                                  (I) by striking ``and the 
                                Director of the Office of 
                                Thrift Supervision,''; and
                                  (II) by striking ``or the 
                                Director''; and
                          (ii) in the second sentence, by 
                        striking ``and the Director of the 
                        Office of Thrift Supervision''; and
                  (B) in subparagraph (B), by striking ``and 
                the Director of the Office of Thrift 
                Supervision''.
  (x) Home Mortgage Disclosure Act of 1975.--The Home Mortgage 
Disclosure Act of 1975 (12 U.S.C. 2801 et seq.) is amended--
          (1) in section 304--
                  (A) in subsection (b)(5)(A), by striking ``15 
                U.S.C. 1602(aa)(4)'' and inserting ``section 
                103(aa)(4) of the Truth in Lending Act''; and
                  (B) in subsection (j)(3) (12 U.S.C. 
                2803(j)(3)), by adding a period at the end; and
          (2) in section 305(b)(1)(A) (12 U.S.C. 
        2804(b)(1)(A))--
                  (A) in the matter preceding clause (i), by 
                inserting ``by'' before ``the appropriate 
                Federal banking agency''; and
                  (B) in clause (iii), by striking ``bank as,'' 
                and inserting ``bank, as''.
  (y) Home Owners' Loan Act.--The Home Owners' Loan Act (12 
U.S.C. 1461 et seq.) is amended--
          (1) in section 5 (12 U.S.C. 1464)--
                  (A) in subsection (d)(2)(E)(ii)--
                          (i) in the first sentence, by 
                        striking ``Except as provided in 
                        section 21A of the Federal Home Loan 
                        Bank Act, the'' and inserting ``The''; 
                        and
                          (ii) by striking ``, at the 
                        Director's discretion,'';
                  (B) in subsection (i)(6), by striking ``the 
                Office of Thrift Supervision or'';
                  (C) in subsection (m), by striking 
                ``Director's'' each place that term appears and 
                inserting ``appropriate Federal banking 
                agency's'';
                  (D) in subsection (n)(9)(B), by striking 
                ``Director's'' and inserting ``Comptroller's''; 
                and
                  (E) in subsection (s)--
                          (i) in paragraph (1)--
                                  (I) in the matter preceding 
                                subparagraph (A), by striking 
                                ``of such Act)'' and all that 
                                follows through ``shall 
                                require'' and inserting ``of 
                                such Act), the appropriate 
                                Federal banking agency shall 
                                require''; and
                                  (II) in subparagraph (B), by 
                                striking ``other methods'' and 
                                all that follows through 
                                ``determines'' and inserting 
                                ``other methods as the 
                                appropriate Federal banking 
                                agency determines'';
                          (ii) in paragraph (2)--
                                  (I) by striking 
                                ``determined'' and all that 
                                follows through ``may, 
                                consistent'' and inserting 
                                ``determined by appropriate 
                                federal banking agency case-by-
                                case.--The appropriate Federal 
                                banking agency may, 
                                consistent''; and
                                  (II) by striking ``capital-
                                to-assets'' and all that 
                                follows through ``determines to 
                                be necessary'' and inserting 
                                ``capital-to-assets as the 
                                appropriate Federal banking 
                                agency determines to be 
                                necessary''; and
                          (iii) in paragraph (3)--
                                  (I) by striking ``agency, 
                                may'' and inserting ``agency 
                                may''; and
                                  (II) by striking ``the 
                                Comptroller'' and inserting 
                                ``the appropriate Federal 
                                banking agency'';
          (2) in section 6(c) (12 U.S.C. 1465(c)), by striking 
        ``sections'' and inserting ``section'';
          (3) in section 10 (12 U.S.C. 1467a)--
                  (A) in subsection (b)(6), by striking 
                ``time'' and all that follows through 
                ``release'' and inserting ``time, upon the 
                motion or application of the Board, release'';
                  (B) in subsection (c)(2)(H)--
                          (i) in the matter preceding clause 
                        (i)--
                                  (I) by striking ``1841(p))'' 
                                and inserting ``1841(p)))''; 
                                and
                                  (II) by inserting ``(12 
                                U.S.C. 1843(k))'' before ``if--
                                ''; and
                          (ii) in clause (i), by inserting ``of 
                        1956 (12 U.S.C. 1843(l) and (m))'' 
                        after ``Company Act''; and
                  (C) in subsection (e)(7)(B)(iii)--
                          (i) by striking ``Board of the Office 
                        of Thrift Supervision'' and inserting 
                        ``Director of the Office of Thrift 
                        Supervision''; and
                          (ii) by inserting ``, as defined in 
                        section 2 of the Dodd-Frank Wall Street 
                        Reform and Consumer Protection Act (12 
                        U.S.C. 5301)'' after ``transfer date''; 
                        and
          (4) in section 13 (12 U.S.C. 1468b), by striking 
        ``the a'' and inserting ``a''.
  (z) Housing Act of 1948.--Section 502(c)(3) of the Housing 
Act of 1948 (12 U.S.C. 1701c(c)(3)) is amended by striking 
``Federal Home Loan Bank Agency'' and inserting ``Federal 
Housing Finance Agency''.
  (aa) Housing and Urban Development Act of 1968.--Section 
106(h)(5) of the Housing and Urban Development Act of 1968 (12 
U.S.C. 1701x(h)(5)) is amended by striking ``authorised'' and 
inserting ``authorized''.
  (bb) International Banking Act of 1978.--Section 15 of the 
International Banking Act of 1978 (12 U.S.C. 3109) is amended--
          (1) in each of subsections (a) and (b)--
                  (A) by striking ``, and Director of the 
                Office of Thrift Supervision'' each place that 
                term appears; and
                  (B) by inserting ``and'' before ``Federal 
                Deposit'' each place that term appears;
          (2) in subsection (a), by striking ``Comptroller, 
        Corporation, or Director'' and inserting ``Comptroller 
        of the Currency, or Corporation''; and
          (3) in subsection (c)(4)--
                  (A) by inserting ``and'' before ``the Federal 
                Deposit''; and
                  (B) by striking ``, and the Director of the 
                Office of Thrift Supervision''.
  (cc) International Lending Supervision Act of 1983.--Section 
912 of the International Lending Supervision Act of 1983 (12 
U.S.C. 3911) is amended--
          (1) by amending the section heading to read as 
        follows: ``EQUAL REPRESENTATION FOR FEDERAL DEPOSIT 
        INSURANCE CORPORATION'';
          (2) by striking ``(a) In General.--'';
          (3) by striking subsection (b); and
          (4) by striking ``4'' and inserting ``3''.
  (dd) Interstate Land Sales Full Disclosure Act.--The 
Interstate Land Sales Full Disclosure Act (15 U.S.C. 1701 et 
seq.) is amended in each of section 1411(b) (15 U.S.C. 1710(b)) 
and subsections (b)(4) and (d) of section 1418a (15 U.S.C. 
1717a), by striking ``Secretary's'' each place that term 
appears and inserting ``Director's''.
  (ee) Investment Advisers Act of 1940.--Section 224 of the 
Investment Company Act of 1940 (15 U.S.C. 80b-18c) is amended 
in the heading of the section by striking ``COMMODITIES'' and 
inserting ``COMMODITY''.
  (ff) Legal Certainty for Bank Products Act of 2000.--Section 
403(b)(1) of the Legal Certainty for Bank Products Act of 2000 
(7 U.S.C. 27a(b)(1)) is amended by striking ``that section'' 
and inserting ``section''.
  (gg) Public Law 93-495.--Section 111 of Public Law 93-495 (12 
U.S.C. 250) is amended by striking ``the Director of the Office 
of Thrift Supervision,''.
  (hh) Revised Statutes of the United States.--Section 5136C(i) 
of the Revised Statutes of the United States (12 U.S.C. 25b(i)) 
is amended by striking ``Powers.--'' and all that follows 
through ``In accordance'' and inserting ``Powers.--In 
accordance''.
  (ii) Riegle Community Development and Regulatory Improvement 
Act of 1994.--Section 117(e) of the Riegle Community 
Development and Regulatory Improvement Act of 1994 (12 U.S.C. 
4716(e)) is amended by striking ``the Director of the Office of 
Thrift Supervision,''.
  (jj) S.A.F.E. Mortgage Licensing Act of 2008.--Section 1514 
of the S.A.F.E. Mortgage Licensing Act of 2008 (12 U.S.C. 5113) 
is amended in each of subsections (b)(5) and (c)(4)(C), by 
striking ``Secretary's'' each place that term appears and 
inserting ``Director's''.
  (kk) Securities Exchange Act of 1934.--The Securities 
Exchange Act of 1934 (15 U.S.C. 78a et seq.) is amended--
          (1) in section 3D(d)(10)(A) (15 U.S.C. 78c-
        4(d)(10)(A)), by striking ``taking'' and inserting 
        ``take'';
          (2) in section 3E(b)(1) (15 U.S.C. 78c-5(b)(1)), by 
        striking ``though'' and inserting ``through'';
          (3) in section 4(g)(8)(A) (15 U.S.C. 78d(g)(8)(A)), 
        by striking ``(2)(A)(i)'' and inserting ``(2)(A)(ii)'';
          (4) in section 15 (15 U.S.C. 78o)--
                  (A) in each of subparagraphs (B)(ii) and (C) 
                of subsection (b)(4), by striking ``dealer 
                municipal advisor,,'' and inserting ``dealer, 
                municipal advisor,'';
                  (B) by redesignating subsection (j) (relating 
                to the authority of the Commission) as 
                subsection (p) and moving that subsection after 
                subsection (o);
                  (C) as amended by section 841(d), by 
                redesignating the second subsection (k) and 
                second subsection (l) (relating to standard of 
                conduct and other matters, respectively), as 
                added by section 913(g)(1) of the Dodd-Frank 
                Wall Street Reform and Consumer Protection Act 
                (124 Stat. 1828), as subsections (q) and (r), 
                respectively and moving those subsections to 
                the end; and
                  (D) in subsection (m), by inserting ``the'' 
                before ``same extent'';
          (5) in section 15F(h) (15 U.S.C. 78o-10(h))--
                  (A) in paragraph (2)--
                          (i) in subparagraph (A), by inserting 
                        ``a'' after ``that acts as an advisor 
                        to''; and
                          (ii) in subparagraph (B), by 
                        inserting ``a'' after ``offers to enter 
                        into''; and
                  (B) in paragraph (5)(A)(i)--
                          (i) by inserting ``(A)'' after 
                        ``(18)''; and
                          (ii) in subclause (VII), by striking 
                        ``act of'' and inserting ``Act of'';
          (6) in section 15G (15 U.S.C. 78o-11)--
                  (A) in subsection (e)(4)(A), by striking 
                ``subsection'' and inserting ``section'';
                  (B) in subsection (e)(4)(C)--
                          (i) by striking ``129C(c)(2)'' and 
                        inserting ``129C(b)(2)(A)''; and
                          (ii) by inserting ``(15 U.S.C. 
                        1639c(b)(2)(A))'' after ``Lending 
                        Act''; and
                  (C) in subsection (e)(5), by striking 
                ``subsection'' and inserting ``section''; and
          (7) in section 17A (15 U.S.C. 78q-1), by 
        redesignating subsection (g), as added by section 929W 
        of the Dodd-Frank Wall Street Reform and Consumer 
        Protection Act (relating to due diligence for the 
        delivery of dividends, interest, and other valuable 
        property rights) as subsection (n) and moving that 
        subsection to the end.
  (ll) Telemarketing and Consumer Fraud and Abuse Prevention 
Act.--Section 3(b) of the Telemarketing and Consumer Fraud and 
Abuse Prevention Act (15 U.S.C. 6102(b)) is amended by 
inserting before the period at the end the following: ``, 
provided, however, nothing in this section shall conflict with 
or supersede section 6 of the Federal Trade Commission Act (15 
U.S.C. 46)''.
  (mm) Title 5.--Title 5, United States Code, is amended--
          (1) in section 3132(a)(1)(D), as amended by section 
        711, by striking ``the Office of Thrift Supervision,, 
        the Resolution Trust Corporation,''; and
          (2) in section 5314, by striking ``Director of the 
        Office of Thrift Supervision.''.
  (nn) Title 31.--
          (1) Amendments.--Title 31, United States Code, is 
        amended--
                  (A) by striking section 309; and
                  (B) in section 714(d)(3)(B) by striking ``a 
                audit'' and inserting ``an audit''.
          (2) Analysis.--The analysis for subchapter I of 
        chapter 3 of title 31, United States Code, is amended 
        by striking the item relating to section 309.
  (oo) Truth in Lending Act.--The Truth in Lending Act (15 
U.S.C. 1601 et seq.) is amended--
          (1) in section 105 (15 U.S.C. 1604), by inserting 
        subsection (h), as added by section 1472(c) of the 
        Dodd-Frank Wall Street Reform and Consumer Protection 
        Act (124 Stat. 2187), before subsection (i), as added 
        by section 1100A(7) of that Act (124 Stat. 2108);
          (2) in section 106(f)(2)(B)(i) (15 U.S.C. 
        1605(f)(2)(B)(i)), by striking ``103(w)'' and inserting 
        ``103(x)'';
          (3) in section 121(b) (15 U.S.C. 1631(b)), by 
        striking ``103(f)'' and inserting ``103(g)'';
          (4) in section 122(d)(5) (15 U.S.C. 1632(d)(5)), by 
        striking ``section 603)'' and all that follows through 
        ``promulgate'' and inserting ``section 603), may 
        promulgate'';
          (5) in section 125(e)(1) (15 U.S.C. 1635(e)(1)), by 
        striking ``103(w)'' and inserting ``103(x)'';
          (6) in section 129 (15 U.S.C. 1639)--
                  (A) in subsection (q), by striking ``(l)(2)'' 
                and inserting ``(p)(2)''; and
                  (B) in subsection (u)(3), by striking 
                ``Board'' each place that term appears and 
                inserting ``Agency'';
          (7) in section 129C (15 U.S.C. 1639c)--
                  (A) in subsection (b)(2)(B), by striking the 
                second period at the end; and
                  (B) in subsection (c)(1)(B)(ii)(I), by 
                striking ``a original'' and inserting ``an 
                original'';
          (8) in section 148(d) (15 U.S.C. 1665c(d)), by 
        striking ``Bureau'' and inserting ``Board'';
          (9) in section 149 (15 U.S.C. 1665d)--
                  (A) by striking ``the Director of the Office 
                of Thrift Supervision,'' each place that term 
                appears;
                  (B) by striking ``National Credit Union 
                Administration Bureau'' each place that term 
                appears and inserting ``National Credit Union 
                Administration Board''; and
                  (C) by striking ``Bureau of Directors of the 
                Federal Deposit Insurance Corporation'' each 
                place that term appears and inserting ``Board 
                of Directors of the Federal Deposit Insurance 
                Corporation''; and
          (10) in section 181(1) (15 U.S.C. 1667(1)), by 
        striking ``103(g)'' and inserting ``103(h)''.
  (pp) Truth in Savings Act.--The Truth in Savings Act (12 
U.S.C. 4301 et seq.) is amended in each of sections 269(a)(4) 
(12 U.S.C. 4308(a)(4)), 270(a)(2) (12 U.S.C. 4309(a)(2)), and 
274(6) (12 U.S.C. 4313(6)), by striking ``Administration 
Bureau'' each place that term appears and inserting 
``Administration Board''.
                              ----------                              


           SUMMARY OF THE AMENDMENTS IN PART B MADE IN ORDER

    1. Hensarling (TX): MANAGER'S Revises provisions subjecting 
certain FDIC and NCUA functions to congressional 
appropriations, relating to appointments of positions created 
by the Act, and providing congressional access to non-public 
FSOC information. (10 minutes)
    2. Hollingsworth (IN): Allows closed-end funds that are 
listed on a national securities exchange, and that meet certain 
requirements to be considered ``well-known seasoned issuers'' 
or ``WKSIs''. (10 minutes)
    3. Smucker (PA): Expresses the sense of Congress that 
consumer reporting agencies and their subsidiaries should 
implement stronger multi-factor authentication procedures when 
providing access to personal information files to more 
adequately protect consumer information from identity theft. 
(10 minutes)
    4. Faso (NY): Allows Mutual Holding Companies (MHCs) to 
waive the receipt of dividends. (10 minutes)
    5. McSally (AZ): Requires the Department of Treasury to 
submit a report to Congress regarding its efforts to work with 
Federal bank regulators, financial institutions, and money 
service businesses to ensure that legitimate financial 
transactions along the southern border move freely. (10 
minutes)
    6. Buck (CO): Requires the GSA to study CLEA's real estate 
needs due to changes in the Agency's structure. It then 
authorizes the GSA to sell the current CLEA building if CLEA's 
real estate needs have changed and there is no government 
department or agency that can utilize the building. (10 
minutes)

                PART B--TEXT OF AMENDMENTS MADE IN ORDER

1. An Amendment To Be Offered by Representative Hensarling of Texas or 
                 His Designee, Debatable for 10 Minutes

  Page 48, beginning on line 15, strike ``meetings of the 
Council, whether or not open to the public,'' and insert 
``public meetings of the Council''.
  Page 48, after line 19, insert the following (and redesignate 
the subsequent paragraph accordingly):
          ``(5) Transcription requirement for non-public 
        meetings.--The Council shall create and preserve 
        transcripts for all non-public meetings of the 
        Council.''.
  Amend section 361 to read as follows:

SEC. 361. BRINGING THE FEDERAL DEPOSIT INSURANCE CORPORATION INTO THE 
                    APPROPRIATIONS PROCESS.

  (a) In General.--Section 10(a) of the Federal Deposit 
Insurance Act (12 U.S.C. 1820(a)) is amended--
          (1) by striking ``(a) The'' and inserting the 
        following:
  ``(a) Powers.--
          ``(1) In general.--The'';
          (2) by inserting ``, subject to paragraph (2),'' 
        after ``The Board of Directors of the Corporation''; 
        and
          (3) by adding at the end the following new paragraph:
          ``(2) Appropriations requirement.--Except as provided 
        under paragraph (3), the Corporation may, only to the 
        extent as provided in advance by appropriations Acts, 
        cover the costs incurred in carrying out the provisions 
        of this Act, including with respect to the 
        administrative costs of the Corporation and the costs 
        of the examination and supervision of insured 
        depository institutions.
          ``(3) Exception for certain programs.--Paragraph (2) 
        shall not apply to the Corporation's Insurance Business 
        Line Programs and Receivership Management Business Line 
        Programs, as in existence on the date of enactment of 
        this paragraph, and the proportion of the 
        administrative costs of the Corporation related to such 
        programs.''.
  (b) Examination Fees.--Section 10(e)(1) of the Federal 
Deposit Insurance Act (12 U.S.C. 1820(e)(1)) is amended by 
striking ``to meet the expenses of the Corporation in carrying 
out such examinations'' and inserting ``and may be expended by 
the Board only to the extent as provided in advance by 
appropriations Acts to cover the costs incurred in carrying out 
such examinations''.
  (c) Offset of Additional Fees.--The Federal Deposit Insurance 
Corporation shall reduce the amount of insurance premiums 
charged by the Corporation under the Federal Deposit Insurance 
Act in an amount equal to any additional fees charged by the 
Corporation by reason of the amendments made by this section.
  (d) Effective Date.--The amendments made by this section 
shall apply with respect to expenses paid and fees collected on 
or after October 1, 2017.
  Amend section 363 to read as follows:

SEC. 363. BRINGING THE EXAMINATION AND SUPERVISION FUNCTIONS OF THE 
                    NATIONAL CREDIT UNION ADMINISTRATION INTO THE 
                    APPROPRIATIONS PROCESS.

  (a) Operating Fees.--Section 105(d) of the Federal Credit 
Union Act (12 U.S.C. 1755(d)) is amended--
          (1) by striking ``All'' and inserting ``(1) All'';
          (2) by striking ``for the account of the 
        Administration and may be expended by the Board to 
        defray the expenses incurred in carrying out the 
        provisions of this Act including the examination and 
        supervision of Federal credit unions'' and inserting 
        ``and may be expended by the Board only to the extent 
        as provided in advance by appropriations Acts, to cover 
        the costs incurred in carrying out the provisions of 
        this Act with respect to the costs of the examination 
        and supervision of Federal credit unions and the 
        proportion of the administrative costs of the Board 
        related to the examination and supervision of Federal 
        credit unions''; and
          (3) by adding at the end the following:
  ``(2)(A) The Board may only use amounts in the NCUA Operating 
Fund to the extent as provided in advance by appropriations 
Acts, including to pay for the costs incurred by the Board in 
carrying out the examination and supervision of Federal credit 
unions and the proportion of the administrative costs of the 
Board related to the examination and supervision of Federal 
credit unions.
  ``(B) Subparagraph (A) shall not apply to the Board's 
activities carried out pursuant to title II.''.
  (b) Staff Funding.--Section 120(j)(3) of the Federal Credit 
Union Act (12 U.S.C. 1766(j)(3)) is amended--
          (1) by inserting ``related to the examination and 
        supervision of Federal credit unions under this Act and 
        the proportion of the administrative costs of the Board 
        related to the examination and supervision of Federal 
        credit unions under this Act'' before ``shall be 
        paid''; and
          (2) by striking ``insured credit unions under this 
        Act'' and inserting ``Federal credit unions under this 
        title, only to the extent as provided in advance by 
        appropriations Acts''.
  (c) Use of Deposit Funds.--Section 202(c)(1)(B)(iv) of the 
Federal Credit Union Act (12 U.S.C. 1782(c)(1)(B)(iv)) is 
amended--
          (1) by striking ``The'' and inserting ``To the extent 
        provided for in advance by appropriations Acts, the''; 
        and
          (2) by adding at the end the following new sentence: 
        ``This clause shall not apply to the Board's activities 
        carried out pursuant to this title.''.
  (d) Effective Date.--The amendments made by this section 
shall apply with respect to expenses paid and fees collected on 
or after October 1, 2017.
  Page 297, line 18, strike ``Council'' and insert ``Secretary 
of the Treasury''.
  Page 326, line 6, strike ``A'' and insert ``P''.
  Page 327, line 9, strike ``B'' and insert ``Q''.
  Page 329, line 3, strike ``C'' and insert ``R''.
  Page 330, line 5, strike ``D'' and insert ``S''.
  Page 370, beginning on line 24, strike ``Deadline for 
appointment.--Not later than 60 days after the date of the 
enactment of this Act, the'' and insert ``Appointment.--The''.
  Page 527, line 2, strike ``Independent Member'' and insert 
``President''.
                              ----------                              


   2. An Amendment To Be Offered by Representative Hollingsworth of 
           Indiana or His Designee, Debatable for 10 Minutes

  At the end of title IV, insert the following:

  Subtitle X--Modernized Offering and Proxy Rules for Closed-End Funds

SEC. 499A. PARITY FOR CLOSED-END COMPANIES REGARDING OFFERING AND PROXY 
                    RULES.

  (a) Revision to Rules.--Not later than 1 year after the date 
of enactment of this Act, the Securities and Exchange 
Commission shall revise any rules to the extent necessary to 
allow any closed-end company, as defined in section 5(a)(2) of 
the Investment Company Act of 1940 (15 U.S.C. 80a-5), that is 
registered as an investment company under such Act to use the 
securities offering and proxy rules that are available to other 
issuers that are required to file reports under section 13 or 
section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 
78m; 78o(d)). Any action that the Commission takes pursuant to 
this subsection shall include the following:
          (1) The Commission shall revise section 230.405 of 
        title 17, Code of Federal Regulations, to--
                  (A) remove the exclusion of a registered 
                closed-end company from the definition of a 
                well-known seasoned issuer provided by that 
                section; and
                  (B) add registration statements filed on Form 
                N-2 to the definition of automatic shelf 
                registration statement provided by that 
                section.
          (2) The Commission shall revise sections 230.168 and 
        230.169 of title 17, Code of Federal Regulations, to 
        remove the exclusion of a registered closed-end company 
        from the list of issuers that can use the exemptions 
        provided by those sections.
          (3) The Commission shall revise sections 230.163 and 
        230.163A of title 17, Code of Federal Regulations, to 
        remove a registered closed-end company from the list of 
        issuers that are ineligible to use the exemptions 
        provided by those sections.
          (4) The Commission shall revise section 230.134 of 
        title 17, Code of Federal Regulations, to remove the 
        exclusion of a registered closed-end company from that 
        section.
          (5) The Commission shall revise sections 230.138 and 
        230.139 of title 17, Code of Federal Regulations, to 
        specifically include any registered closed-end company 
        as an issuer to which those sections apply.
          (6) The Commission shall revise section 230.164 of 
        title 17, Code of Federal Regulations, to remove a 
        registered closed-end company from the list of issuers 
        that are excluded from that section.
          (7) The Commission shall revise section 230.433, of 
        title 17, Code of Federal Regulations, to specifically 
        include any registered closed-end company that is a 
        well-known seasoned issuer as an issuer to which that 
        section applies.
          (8) The Commission shall revise section 230.415 of 
        title 17, Code of Federal Regulations, to--
                  (A) state that the registration for 
                securities provided by that section includes 
                securities registered by any registered closed-
                end company on Form N-2; and
                  (B) eliminate the requirement that a Form N-2 
                registrant must furnish the undertakings 
                required by item 34.4 of Form N-2.
          (9) The Commission shall revise section 230.497 of 
        title 17, Code of Federal Regulations, to include a 
        process for any registered closed-end company to file a 
        form of prospectus that is parallel to the process for 
        filing a form of prospectus under section 230.424(b) of 
        such title.
          (10) The Commission shall revise sections 230.172 and 
        230.173 of title 17, Code of Federal Regulations, to 
        remove the exclusion of an offering of any registered 
        closed-end company from those sections.
          (11) The Commission shall revise section 230.418 of 
        title 17, Code of Federal Regulations, to provide that 
        any registered closed-end company that would otherwise 
        meet the eligibility requirements of General 
        Instruction I.A of Form S-3 shall be exempt from 
        paragraph (a)(3) of that section.
          (12) The Commission shall revise section 240.14a-101 
        of title 17, Code of Federal Regulations, to provide 
        that any registered closed-end company that would 
        otherwise meet the requirements of General Instruction 
        I.A of Form S-3 shall be deemed to meet the 
        requirements of Form S-3 for purposes of Schedule 14A.
          (13) The Commission shall revise section 243.103 of 
        title 17, Code of Federal Regulations, to provide that 
        paragraph (a) of that section applies for purposes of 
        Form N-2.
  (b) Revisions to Form N-2.--Not later than 1 year after the 
date of enactment of this Act, the Commission shall revise Form 
N-2 to--
          (1) include an item or instruction that is similar to 
        item 12 on Form S-3 to provide that any registered 
        closed-end company that would otherwise meet the 
        requirements of Form S-3 shall incorporate by reference 
        its reports and documents filed under the Securities 
        Exchange Act of 1934 into its registration statement 
        filed on Form N-2; and
          (2) include an item or instruction that is similar to 
        the instruction regarding automatic shelf offerings by 
        well-known seasoned issuers on Form S-3 to provide that 
        any registered closed-end company that is a well-known 
        seasoned issuer may file automatic shelf offerings on 
        Form N-2.
  (c) Treatment if Revisions Not Completed in a Timely 
Manner.--If the Commission fails to complete the revisions 
required by subsections (a) and (b) by the time required by 
such subsections, any registered closed-end company shall be 
entitled to treat such revisions as having been completed in 
accordance with the actions required to be taken by the 
Commission by such subsections until such time as such 
revisions are completed by the Commission.
  (d) Rules of Construction.--
          (1) No effect on rule 482.--(1) Nothing in this 
        section or the amendments made by this section shall be 
        construed to impair or limit in any way a registered 
        closed-end company from using section 230.482 of title 
        17, Code of Federal Regulations, to distribute sales 
        material.
          (2) References.--Any reference in this section to a 
        section of title 17, Code of Federal Regulations, or to 
        any form or schedule means such rule, section, form, or 
        schedule, or any successor to any such rule, section, 
        form, or schedule.
                              ----------                              


3. An Amendment To Be Offered by Representative Smucker of Pennsylvania 
               or His Designee, Debatable for 10 Minutes

  Add at the end of title V the following new subtitle:

 Subtitle T--Protection of Consumer Information by Consumer Reporting 
                                Agencies

SEC. 596. SENSE OF CONGRESS RELATED TO PROTECTION OF CONSUMER 
                    INFORMATION BY CONSUMER REPORTING AGENCIES.

  (a) In General.--It is the sense of the Congress that 
consumer reporting agencies and subsidiaries of consumer 
reporting agencies should, when providing access to consumers 
to the information contained in the file of the consumer 
maintained by the consumer reporting agency, use strong multi-
factor authentication procedures to verify the identity of 
consumers.
  (b) Definitions.--For purposes of this section, the terms 
``consumer'', ``consumer reporting agency'', and ``file'' have 
the meanings given those terms in section 603 of the Fair 
Credit Reporting Act (15 U.S.C. 1681a).
                              ----------                              


4. An Amendment To Be Offered by Representative Faso of New York or His 
                   Designee, Debatable for 10 Minutes

  Add at the end of title V the following new subtitle:

   Subtitle T--Dividend Waiver Authority for Mutual Holding Companies

SEC. 596. DIVIDEND WAIVER AUTHORITY FOR MUTUAL HOLDING COMPANIES.

  Section 10(o)(11) of the Home Owners' Loan Act (12 U.S.C. 
1467a(o)(11)) is amended--
          (1) in subparagraph (D)--
                  (A) in clause (i), by adding ``and'' at the 
                end;
                  (B) in clause (ii), by striking ``; and'' and 
                inserting a period; and
                  (C) by striking clause (iii);
          (2) by amending subparagraph (E) to read as follows:
                  ``(E) Valuation.--The appropriate Federal 
                banking agency may not consider waived 
                dividends in determining an appropriate 
                exchange ratio in the event of a full 
                conversion to stock form.''; and
          (3) by adding at the end the following new 
        subparagraph:
                  ``(F) Rule of construction.--Nothing in this 
                paragraph shall be construed to authorize the 
                appropriate Federal banking agency to require a 
                vote of members of a mutual holding company to 
                approve one or more dividend waivers or to 
                place any additional restrictions on dividend 
                waivers by mutual holding companies that are 
                inconsistent with or exceed the requirements 
                set forth in this paragraph.''.
                              ----------                              


 5. An Amendment To Be Offered by Representative McSally of Arizona or 
                 Her Designee, Debatable for 10 Minutes

  At the end of title V, add the following:

          Subtitle T--Legitimate Financial Transactions Report

SEC. 596. TREASURY REPORT ON LEGITIMATE FINANCIAL TRANSACTIONS.

  Not later than the end of the 90-day period beginning on the 
date of the enactment of this Act, the Secretary of the 
Treasury shall issue a report to the Congress on--
          (1) the Secretary's efforts to ensure that legitimate 
        financial transactions move freely and globally; and
          (2) how the Secretary coordinates on such efforts 
        with Federal bank regulators, financial institutions, 
        and money service businesses.
                              ----------                              


6. An Amendment To Be Offered by Representative Buck of Colorado or His 
                   Designee, Debatable for 10 Minutes

  Page 400, line 22, insert ``(a) In General.--'' before 
``Within''.
  Page 401, after line 2, insert the following:
  (b) GSA Study.--
          (1) Study.--The Administrator of General Services 
        shall carry out a study to determine--
                  (A) the Consumer Law Enforcement Agency's 
                office real estate leasing needs, in light of 
                the changes to the Agency's structure made by 
                this Act;
                  (B) whether the office space referenced in 
                subsection (a) is the most cost-effective use 
                of taxpayer money in meeting those needs, 
                relative to alternative leasing options in the 
                Washington, D.C. Metropolitan Area; and
                  (C) if there is a Government department or 
                agency that has building needs that could be 
                met by moving all or a portion of the employees 
                of such department or agency to the property 
                described under subsection (a).
          (2) Report.--Not later than the end of the 6-month 
        period beginning on the date of the enactment of this 
        Act, the Administrator of General Services shall issue 
        a report to the Congress containing all findings and 
        determinations made in carrying out the study required 
        under paragraph (1).
          (3) Authority to sell property.--If, after carrying 
        out the study required under paragraph (1), the 
        Administrator of General Services determines that--
                  (A) the Consumer Law Enforcement Agency's 
                office real estate leasing needs have changed 
                in light of the changes to the Agency's 
                structure made by this Act, and
                  (B) that there is no Government department or 
                agency that has building needs that could be 
                met by moving all or a portion of the employees 
                of such department or agency to the property 
                described under subsection (a),
        the Administrator may sell such property to the highest 
        bidder, so long as the revenue from the sale exceeds 
        the combined cost of building such property and the 
        cost of the most recently completed renovation of such 
        property.